Pursuant to the Federal Competition and Consumer Protection Act (FCCPA), which was signed into law on 30 January 2019, the Securities and Exchange Commission (SEC) and Federal Competition and Consumer Protection Commission (FCCPC) recently issued joint guidance on submission of notifications for proposed mergers, acquisitions and other business combination notifications (the Guidance).
FCCPC, which replaced the Consumer Protection Council, is saddled with the responsibility of reviewing all mergers and business combinations in order to ensure that they do not impede or distort the market. Prior to the creation of FCCPC, the responsibility to review these transactions rested with SEC, but was removed by FCCPA.
The FCCPA mandated FCCPC (to the exclusion of SEC) to set, publish and gazette thresholds applicable to all mergers and combinations, regardless of the size of the transaction i.e. whether large, medium or small. This new responsibility of FCCPC does not however abrogate the powers of SEC to regulate transactions involving public companies.
In a bid to address the issues emanating from the transition from SEC to FCCPC regime, SEC and FCCPC issued the Guidance to ensure seamless and continuous commercial transactions and market operations. Based on the Guidance, which became effective on 3 May 2019 (and is applicable until further notice/directive):
- All pending notifications awaiting review by SEC will now be jointly reviewed by SEC and FCCPC
- All subsequent notifications/requests for approval are to be filed at FCCPC’s office in Abuja or with the SEC/FCCPC interim review desk office in Lagos or Abuja
- All applicable fees are to be paid to FCCPC
We will continue to monitor developments in this space and update you as further information become available.