Obtaining approval from the Federal Competition and Consumer Protection Commission (FCCPC) for a merger or acquisition in Nigeria involves compliance with the provisions of the Nigerian Competition and Consumer Protection Act.
Here's a checklist to help guide you through the process of seeking FCCPC approval:
1. Threshold Determination:
Determine whether the merger or acquisition meets the specified thresholds set by the FCCPC for mandatory notification. The thresholds are based on turnover and asset value.
2. Pre-Notification Consultation:
Consider engaging in pre-notification consultations with the FCCPC to discuss the transaction and seek guidance on the approval process.
3. Preparation of Documents:
Prepare all necessary documents for notification, including the Notification Form and supporting documentation.
4. Notification Form:
Complete the Notification Form as per the FCCPC's prescribed format, providing accurate and complete information about the transaction, the parties involved, and the relevant markets.
5. Supporting Documentation:
Gather relevant supporting documents, including financial statements, transaction agreements, organizational charts, and market analysis.
6. Market Definition:
Define the relevant product and geographic markets that may be affected by the merger or acquisition.
7. Competition Analysis:
Conduct a comprehensive competition analysis to assess the potential impact of the transaction on competition in the relevant markets.
8. Form Submission:
Submit the completed Notification Form and supporting documents to the FCCPC within the stipulated time frame.
9. Review Period:
Await the review period during which the FCCPC assesses the impact of the merger or acquisition on competition and market dynamics.
10. Interaction with FCCPC:
Cooperate with the FCCPC during its review, providing any additional information or clarifications as requested.
11. Remedies and Commitments:
If concerns are identified during the review, consider proposing remedies or commitments to address potential anti-competitive effects.
12. Approval or Objection:
Receive a decision from the FCCPC either granting approval for the merger or raising objections based on competition concerns.
13. Compliance with Conditions:
If approval is granted, ensure compliance with any conditions set by the FCCPC, such as divestitures or behaviour-related obligations.
14. Public Notices:
Adhere to any requirements related to public notices and announcements as mandated by the FCCPC.
15. Record Keeping:
Maintain accurate records of all communications, submissions, and decisions related to the merger or acquisition.
16. Engagement with Legal Counsel:
Seek legal advice and assistance from professionals experienced in competition law to navigate the approval process effectively.
Remember that this checklist is a general guide, and specific requirements and procedures may vary based on the nature of the transaction and the FCCPC's regulations at the time of submission. It's recommended to consult with legal professionals who specialize in Nigerian competition law and have experience with FCCPC approvals.
Additional Resources
FCCPC Frequently Asked Questions: https://mergers.fccpc.gov.ng/faqs/GEN/what-happens-after-the-commission-has-looked-at-the-merger-notification
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