Banwo & Ighodalo’s Mergers & Acquisitions (“M&A”) practice continues to be the leading M&A practice in Nigeria; measured by the number and quality of our transactions and recognition by our clientele, leading legal publications and also our colleagues.
The firm has been actively involved in recent industry-wide recapitalizations and mergers within the Nigerian banking sector, which resulted from the Central Bank of Nigeria’s 2010/2011 findings that eight banks were distressed.
Banwo & Ighodalo has a strong competitive edge for clients, who value its commercial and good value service ”
2016 Legal 500 US Special Edition
Between 2010 and 2011, B&I’s M&A Team was engaged by a number of different prospective investors to conduct legal due diligence reviews on all eight (8) banks for prospective investors. The Team acted as transaction counsel in two (2) of the four (4) successful mergers which resulted from the recapitalization process. When considered against the backdrop of a very competitive legal industry and mindful that the transactions herein relates only to the banking sector, the extent of our involvement in the recapitalizations is testament to our leading position in M&A legal practice in Nigeria.
Our ability to deliver first class legal service to our clients is hinged on our expertise and knowledge across all sectors, with a deep understanding of the issues and challenges facing our clients.
Practice Highlights
Our transactions include:
- Equity Investments and Divestments
- Privatizations
- Cross-Border and Domestic Acquisition as well as Negotiated Acquisitions
- Take overs
- Joint Ventures
- Leveraged Buyouts
- Tender & Exchange Offers
- Management Buy outs
- Competition and Anti-trust
- Mergers
Case Notes
Counsel to Helios in connection with its acquisition of majority interest in Oando Gas & Power, a midstream subsidiary of Oando Plc.
- Divestment of Insight Redefini Limited’s 25% equity interest to Publicis Group Holdings B.V.
- Co-Transaction Counsel to a consortium of four (4) investors, (the International Finance Corporation, Ciel Healthcare Limited, the Investment Fund for Health in Africa II, and Swiss Reinsurance Company), on an equity investment of $65,800,000 (Sixty Five Million, Eight Hundred Thousand US Dollars) in Hygeia Nigeria Limited, a leading healthcare provider in Nigeria.
- Equity investment of $2,000,000 (Two Million US Dollars) by Synergy Private Equity Fund in the LR Global Group, which comprises of eighteen entities.
Proposed investment by Synergy Private Equity Fund in MSY Analytics Limited, a data analytics and professional services company.
Seller’s counsel to TGI in connection with the sale by Tropical General Investments Limited, British Virgin Islands– the holding company of Chi Limited, Nigeria’s leading dairy and juice company, of a significant minority interest (40%) of its equity interest in Chi Limited to the Coca-Cola Company.
Nigerian counsel to TGI in connection with the sale of a significant minority interest (40%) in C.H.I Limited to the Coca-Cola Company.
Nigerian Counsel in relation to the restructuring by Emerson Electric Co., a multi-national manufacturing and technology company of its network power business in Nigeria.
Counsel to the Sponsors in relation to the proposed establishment of tertiary and quaternary hospital facilities by a private equity firm and a special purpose vehicle comprising Nigerian Doctors.
Counsel to Union Bank Plc in connection with the divestment of its equity interest in Union Homes Savings & Loans Plc pursuant to the Central Bank of Nigeria’s regulatory requirements for commercial banks to divest from non-core banking businesses.
Solicitors to the Offeror in connection with Fan Milk International A/S Denmark’s offer to the other shareholders of its Nigerian subsidiary, Fan Milk PLC, to acquire all Fan Milk PLC shares.
Solicitors to the Offeror, in connection with Diageo International’s discontinued acquisition, by way of an Offer, of up to 236,176,604 Ordinary Shares in Guinness Nigeria by Guinness Overseas in accordance with the provisions of Part XII of the Investments and Securities Act.
Transaction counsel in connection with the acquisition of 30% equity interest in the Company to KTH Africa Healthcare 1.
General Electric Corporation’s acquisition of 100% equity in Alstom Nigeria Limited (an entity which provides energy transmission and distribution services in Nigeria).
- Merger of NB with Consolidated Breweries; one of the largest mergers in Nigeria in 2014, resulting in an enlarged NB, with a market capitalization of N1,300,000,000,000 (One Trillion, Three Hundred Billion).
- Merger of NB with Life Breweries Limited and Sona Systems Associate Management Limited.
In connection with Asset Management Company of Nigeria’s (AMCON’s) gradual exit from the Intervened Banks (i.e. the eight Nigerian banks which were bailed out by the CBN in 2009, during the financial crisis), B&I advised Atlas Mara on its 20.8% equity acquisition in Union Bank of Nigeria from AMCON.
Legal Counsel to AMCON in connection with the over N126 Billion sale of Mainstreet Bank (one of three banks nationalized by the Central Bank of Nigeria, following the CBN bailout in 2009) to Skye Bank Plc.
Asset Management Corporation of Nigeria (AMCON)’s divestment from Keystone Bank Limited To Sigma Golf Nigeria Limited and Riverbank Investment Resources Limited.
Buyer’s Counsel in connection with the acquisition by Greenoaks Global Holdings Ltd (a private equity firm) of a majority equity stake in Union Assurance Plc.
Transaction Counsel in connection with the reverse takeover of Rak Unity Plc, a downstream company listed on the Alternative Securities Market of the Nigerian Stock Exchange by Toparte Nigeria Limited, a special purpose vehicle promoted by the Sahara Group through the acquisition of 43,051,159 ordinary shares in Rak Unity Plc.
Nigerian Counsel in connection with the acquisition of 86% equity interest in Ashbert Oil and Gas Limited, the holder of interest in OPL 325.
- Transaction Counsel in connection with the multi-billion Naira sale of a 63% majority equity stake in Dangote Flour Mills Plc. to Tiger Brands Limited of South Africa and the subsequent acquisition of 63% majority stake in Tiger Brands Consumer Goods Plc (TBCG) (previously Dangote Flours Mills Plc) from Tiger Brands Limited in a uniquely structured dollar denominated transaction
- Transaction Counsel in connection with the sale of a 95% equity interest in Savannah Sugar Company Limited.
- Transation Counsel in connection with the proposed acquisition of a majority interest in a free trade zone in Nigeria.
- In recognition of our mergers & acquisition pedigree, the Firm was invited to the Technical Committee set up to assess the impact of the N25,000,000,000 (Twenty Five Billion Naira) banking sector recapitalisation directive on the Nigerian economy. B&I also rendered assistance to the CBN in drawing up the Banking Consolidation Guidelines, which facilitated the successful implementation of the consolidation within the banking industry between 2004 and 2006.
- Between 2009 and 2011, we conducted legal due diligence on the instructions of prospective investors on 8 out of the 10 banks found to be ailing following an industry-wide stress test by the CBN in 2009.
- Transaction Counsel in relation to the merger and take-over (by way of tender offer) transaction; the first of such hybrid transactions in Nigeria.
- Transaction Counsel in connection with Chartered Bank Plc’s merger with Investment Banking & Trust Company Plc.
Transaction Counsel in connection with the merger of the five (5) banks that merged into Skye Bank Plc.
Transaction Counsel in connection with Oceanic Bank International Plc’s merger with International Trust Bank Plc.
- Transaction Counsel in connection with Sterling Bank plc’s merger with Equitorial Trust Bank Limited.
- Transaction Counsel in connection with the merger of five banks that formed Sterling Bank.
- Solicitors in respect of the divestment of its shareholding in Interswitch Limited.
- Transaction Counsel in connection with its acquisition of and subsequent merger with Finbank Plc. The deal was birthed from the Central Bank of Nigeria’s directive requiring the recapitalisation of identified Nigerian banks which were on the verge of “failing”. The deal won the Business Day Banking Awards 2013 “deal of the year” for the seamless manner in which the deal was consummated. The merger which is regarded as the most successful merger deal in the Nigerian market to date created a natural synergy between FCMB’s corporate banking heritage and FinBank’s retail and electronic banking capabilities.
Divestment of interests in Guaranty Trust Bank Plc’s non-banking subsidiaries - GT Assurance Plc, GTB Asset Management Company Limited, and GT Registrars Limited.
Transaction counsel in connection with the external restructuring of Skye bank Plc and Mainstreet Bank.
- Buyer’s counsel in connection with the 300 Million acquisition of five (5) breweries from the Sona Group of companies.
- Buyer’s counsel in connection with the acquisition of a majority shareholding in Consolidated Breweries Plc.
Nigerian counsel in connection with its investment in Worldwide Commercial Ventures Limited and Worldwide Healthcare Limited.
- Buyer’s counsel in connection with the acquisition of Benue Brewery Limited and Champion Breweries Limited.
- Buyer’s counsel in connection with the acquisition of a 95.05% equity stake in DIL/Maltex Nigeria Plc.
- Buyer’s counsel in connection with the acquisition of minority shareholders’ stakes in DIL/Maltex Nigeria Plc. and Benue Brewery Limited and its subsequent merger with both companies.
Merger of Dangote Cement Plc and Benue Cement Company Plc. to create the largest cement company in Nigeria and one of the largest in Africa (at the time of the deal, the largest Nigerian company by market capitalisation was valued at N2,130,000,000,000 (Two Trillion, One Hundred and Thirty Billion Naira) and contributed 25% of the market capitalisation of the Nigerian Stock Exchange).
Acquisition of equity interest in Promasidor Nigeria Limited, a leading foods and beverages company in Nigeria.
Advised on a number of transactions including the stalled privatisation of the Kaduna and Port Harcourt Refineries and Petrochemical companies.
Reverse takeover of its joint venture partner in its Oyo Field, Allied Energy Limited.
Transaction Counsel in connection with its acquisition of & merger with Oceanic Life Assurance Limited.
Transaction Counsel in connection with its merger with Crusader Insurance Plc.
Nigerian Counsel in connection with its equity and debt investment in First Hydrocarbon Nigeria Limited.
Transaction Counsel in connection with the sale of 10% of its equity interest in Julius Berger Nigeria Plc to Watertown Energy Limited.
Nigerian Counsel in connection with its acquisition of a leading international marketing outfit and its subsidiaries in 9 African countries including Nigeria.
Nigerian Counsel in connection with its acquisition of the Unicontrol BV Group in 11 countries, including UCC Nigeria Limited.
Nigerian Counsel in connection with its multi-million dollar investment, by way of convertible bonds, in Exoro Energy International Limited (Mauritius) and two of its Nigerian subsidiaries.
Transaction Counsel in connection with the acquisition of the assets of National Fertilizer Company of Nigeria in liquidation (the fertilizer manufacturing concern hitherto owned by the Nigerian Government) and in the restructuring of the company.
Transaction Counsel in connection with the acquisition of 94% equity stake in Tractor and Equipment Nigeria Limited over three transaction phases between 1996 and 2006.
Transaction in connection with its merger with Agip Nigeria Plc’s downstream business (after the merger, the combined company was re-branded as Oando Plc). The transaction was the largest corporate merger to have occurred in Nigeria at that time.
Merger of Lever Brothers Nigeria Plc. and Unilever. The largest merger transaction in Nigeria at the time.
