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Mergers
Applications Handled by SEC Since 1982 |
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NO. |
Acquiring
company |
Target
company |
Year
of Approval |
Outcome |
Terms
of conversion |
Mode
of settlement |
| 1 | United Nigeria Insurance Company limited (private company) | United Nigeria Life insurance Co. Ltd. Private company) | 1982 | Unsuccessful | - |
Exchange
of Shares was approved. |
| 2 | A.G. Leventis & Company (NIG.) Limited (public Quoted company) | Leventis Stores Ltd. (public Quoted company) | 1983 | Successful | A price of 60k per 50k share of A.G. Leventis & Co. NIG. Ltd and a par price of 50k each for the Shares of Leventis Stores Ltd. Giving rise to an exchange ratio of 83% i.e. 100 ordinary Shares of Leventis Stores for 83 ordinary shares of A.G. Leventis & Co. NIG. Ltd. | A.G.
Leventis had to increase its Authorized Capital to enable it issue
11,718,750 ordinary shares in exchange for 14,052,500 ordinary shares
of Leventis Stores- Exchange of shares |
| 3 | Lever Brothers Nig. Ltd. (public Quoted company) | Lipton Nig. Ltd. (Private company) | 1984 | Successful | A price of 80k per 50k share for Lever Brothers Nig. Ltd. And N1.20 per 50k share for Lipton Nig. Ltd. Giving rise to an exchange ratio of 150 for 100 i.e. 150 ordinary shares of LBN for 100 ordinary shares of Lipton Nig. Ltd. | LBN
had to increase its Authorized Capital to enable it issue 11,340,000
ordinary shares in exchange for 7,560,000 ordinary shares of Lipton
Nig. Ltd. |
| 4 | Nig. Bottling Company Ltd. (public Quoted company) | Leventis Technical Ltd. (public Quoted company) | 1984 | Unsuccessful | - | Exchange
of Shares was approved. |
| 5 | John Holt Ltd. (public Quoted company) | Bauchi Bottling Co. Ltd. (Private company) | 1985 | Successful | Payment of N5,185,000 to clear Bauchi Bottling Company’s outstanding debt and N1,230,000 to pay off the shareholders of the company in respect of their equity capital by JHL. | Cash |
| 6 | SCOA Nig. Ltd. (public Quoted company) | Nig. Automotive Components Ltd. (Private company) | 1985 | Successful | The entire shares of NIACO were offered for N1.00 and SCOA was to manage NIACO so as to ensure the remittance to FIMM of N500,000 as full and final settlement of the debt of N1,716,343 due from NIACO to FIMM. | Cash |
| 7 | Intra motors (Nig.) Ltd (Public Quoted Company) | West coast Fisheries Ltd. (Private Company) | 1985 | Successful | A price of N1.50 per share for West Coast Fisheries was approved. This put the total value of West coast Fisheries Ltd. At N150,000 and it was settled by cash | Cash |
| 8 | ITI (Nig.) Ltd (Private Company) | Hanein Spinning Mills Ltd. (Private Company) | 1985 | Successful | A price of N6.50 per N2.00 share of Hanein Spinning Mills ltd. Was approved for the entire 745,973 shares of N2.00 each acquired by ITI Ltd. | Cash |
| 9 | Niger Match Co. Ltd. (Now Associated Match industries Nig. Ltd.) –Private Company. | i. United Match Co. of Nig. Ltd. | 1985 | Successful | A par price of N1.00 per share of United Match Co. of Nig. Ltd, Star Match Co. Ltd.& Safa Splints Ltd. Was approved by the commission. | Exchange
of shares for the first three (30) companies |
| 10 | SCOA Nig. Ltd. (Public Quoted Company) | Motor Services Engineering Ltd. (MOSEL) – Private company | 1985 | Successful | A price of N2.00 per N1.00 share was approved for the acquisition of the entire 750,000 ordinary shares of MOSEL | Cash |
| 11 | John Holt Ltd. (JHL) (Public Quoted Company) | John Holt Investment Ltd. (JHI) (Public Quoted Company) | 1987 | Successful | A price of N1.70 per 50k share for JHL and N4.00 per 50k share for JHI was approved. The approved prices thus gave an exchange ratio of 235 ordinary shares of JHL for 100 ordinary shares of JHI- Exchange of shares | Exchange
of shares |
| 12 | Nig. Bottling Co. PLC (Public Quoted Company) | Nig. Soft Drinks Co. | 1987 | Successful | ||
| 13 | Standard breweries Nig. Ltd. (SBNL) | United Beverages Nig. Ltd. (UBNL) | 1988 | Successful | An exchange ratio of 300 ordinary shares of UBNL for 100 ordinary share of SBNL was approved. Under this arrangement, SBNL issued 3,333,334 ordinary shares of N2.00 each at N3.00 per share in exchange for 10,000,000 ordinary shares of UBNL at par price of N1.00 per share | Exchange
of shares |
| - Private Company | -Private Company | |||||
| 14 | Lever Brothers Nig. Ltd. (LBN) | Chesebrough Products Investment Ltd (CPI) – Private company | 1988 | Successful | An exchange ratio of 83 LBN ordinary shares for 100 ordinary shares of CPI was approved. The new ordinary shares of LBN exchange was at an approved price of N1.80 per share while a CPI share was at N1.50 Per 50k share. | LBN
was to increase its Authorized capital to enable it issue 7,529,360
ordinary shares in exchange for 9,072,000 ordinary shares of CPI-
Exchange of shares. |
| –Public Quoted Company | ||||||
| 15 | Costain (WA) | Foundation Engineering Nig. Ltd. | 1990 | Successful | A price of N2.86 per N1.00 shares was Approved for the acquisition of the entire 1,5050,210 ordinary shares of Foundation Eng. Nig. Ltd. | Cash |
| –Public Quoted Company | (Private company) | |||||
| 16 | Poly Product Nig. PLC | R.H. Plastic Ltd. (Private Company) | 1990 | Successful | A price of N11.00 per share of N1.00 was Approved for the Acquisition of the entire 400,000 ordinary share of R.H. plastics Ltd. | Cash |
| (Public Quoted company) | ||||||
| 17 | Prudent Merchant Bank | Prudent finance Ltd. Private company | 1990 | Successful | A price of N1.45 per N1.00 ordinary shares was approved for the acquisition of the entire 1,255,000 ordinary shares of Prudent Finance Ltd. | Cash |
| Private company | ||||||
| 18 | Gas producers Private company | Gas & Welding (Nig.) Ltd. | 1991 | Successful | An exchange ratio of 100 ordinary shares of Gas & Welding for every 68 shares of Gas producers was approved. | Cash |
| 19 | Leventis Technical PLC (Public Quoted company) | Sanyo Nig. Ltd. (Private Company) | 1991 | Successful | Exchange ratio of 80 ordinary shares of Leventis Technical for 100 of Sanyo | Exchange
of shares |
| 20 | Eastern Breweries plc Public Quoted company | Continental Breweries plc | 1992 | Successful | Exchange ratio of one (1) ordinary share of Continental breweries Ltd. For one (1) shares of Eastern Breweries plc | Exchange
of shares |
| (Private Company) | ||||||
| 21 | Asra Seafood Nig. (Private Company) | Asra Food Processing (Private Company) | 1992 | Successful | Exchange of 100 ordinary shares of Asra Food processing Ltd. For 120 shares of |Asra Seafood Ltd. | Exchange
of shares |
| 22 | Nig. Embroidery Lace Manufacturing Co. plc. (NELM) | Nig. Synthetic Fabrics Ltd. (NSF) (Private Company) | 1992 | Successful | An Exchange ratio of 100 ordinary shares of N.E.L.M. for 200 shares of N.S.F. | Exchange
of shares |
| (Private Company) | ||||||
| 23 | A.G. Leventis & Company Nig. Plc | i. Leventis Technical plc | 1993 | Successful | An Exchange ratio of 180 ordinary shares of Leventis technical and 125 ordinary shares of Leventis Motors for 100 new ordinary shares of A.G. Leventis. | Exchange
of shares – a cash payment of 89k per shares for Leventis Technical
and 128k per shares for Leventis Motors was approved for any shareholder
not interested in participating in the merger scheme. |
| (Public Quoted Company) | ii. Leventis Motors Plc | |||||
| (Public Quoted Companies) | ||||||
| 24 | Nigerian Ropes Plc | WASCO Ropes Ltd. | 1993 | Successful | An Exchange ratio of 60 ordinary shares of 50k each of Nig. Ropes for every 100 ordinary shares of 50k each of WASCO ltd. Was approved | Exchange
of shares |
| (Public quoted Company) | (Private Company) | |||||
| 25 | Ratcon Engineering Ltd. | All motors Engineering services Co. ltd. (AMESCO) | 1993 | Successful | An exchange ratio of one (1) new ordinary shares of Ratcon for every one (1) ordinary share of (AMESCO) | Exchange
of shares |
| 26 | Limca bottlers ltd. (Private company) | Plateau bottling company | 1993 | Successful | A par price of N1.00 per share was approved for the acquisition of the entire 2,000,000 ordinary shares of plateau Bottling Company ltd. | Cash |
| (Private company) | ||||||
| 27 | Nigerian Breweries Plc | Diamond Breweries plc | 1993 | Successful | The purchase of assets of Diamond breweries Ltd. By Nigerian Breweries plc was approved by the Commission which was valued at N230, 000,000 | Cash |
| (Public Quoted Company) | (Private Company) | |||||
| 28 | United Nigeria Insurance co. Plc (UNIC) | United Nigeria Life Insurance Company (UNLIC). | 1994 | Successful | Share exchange ratio of 100 ordinary shares of UNIC for every 125 ordinary shares of UNLIC was approved. | Exchange
of shares |
| (Public quoted company) | (Public Quoted Company) | |||||
| 29 | Lever Brothers Nig. Plc (LBN) | Unilever Nigeria Ltd. (Private Company) | 1995 | Successful | An exchange ratio of nine (9) ordinary shares of LBN for every five (5) UNL shares leading to 112.5 million shares of LBN issued to the shareholders of UNL which was wholly owned by Foreigner | Exchange
of shares |
| –Public Quoted Company | ||||||
| 30 | Sona Breweries Industries of Nigeria Ltd. | International Beer and Beverages Industries of Nigeria Ltd. | 1995 | Successful | Foreign shareholders of Sona breweries acquired the entire 9.69 million ordinary shares ofN1.00 or 64.65 of total share capital held by seven (7) Nigerian associates. | Exchange
of shares |
| 31 | Multichem Nig. Ltd. | Wheonye Int’l Enterprises Ltd. | 1995 | Successful | A par price of N1.00 per share was approved for the acquisition of the entire 20,000,000 Ordinary shares of Multichem Industries ltd | Cash |
| 32 | Nestle Foods Nig. Plc (NFN) | Nestle Nigeria Ltd. | 1996 | Successful | Acquisition of 705 of paid-up share capital of NNL by exchange of one (1) ordinary share of 50k each of NFN for four (4) ordinary shares of N1.00 each of NNL. | Exchange
of shares |
| 33 | Smithlkline Beecham Nig. Plc (SBN) | Sterling product (Nig) Plc | 1996 | Successful | Exchange of 7 ordinary share of N4.87 each of SPN for 4 ordinary shares of N8.44 in SBN | Exchange
of shares |
| (SPN) | ||||||
| 34 | Nigerian Bottling company Plc (NBC) | Sapanda Industries Ltd. (SIL) | 1996 | Successful | Exchange of 5 ordinary shares of N2.00 each in SIL for 9 ordinary shares of 50k each in NBC | Exchange
of shares |
| 35 | Paterzon Zochonis Ind. Plc (PZI) | Thermo cool Eng. Co. Plc (TEC) | 1996 | Successful | Exchange of 2 ordinary shares of N2.00 each in TEC for 7 Ordinary shares of 50k each of PZI. | Exchange
of shares |
| 36 | Carnaud Metal Box Nig. Plc. | i. Canmakers Nig. Ltd. (CNL) | 1997 | Successful | An exchange ratio of 4 CMB’s ordinary shares for CNL’s shares of 50k. While 0ne (1) ordinary share of 50k each of CMB would be exchange for 3 shares of CCSL. | Exchange
of shares |
| ii. Crown Cork & seal Co. Ltd. (CCSL) | ||||||
| iii. Carnaud metal Box Nig. Plc (CMB) | ||||||
| 37 | Royal Niger Insurance Co. Ltd. | Destiny Insurance co. Ltd. | 1998 | Successful | All Assets acquired | Cash |
| 38 | International Textile Industries Ltd. (ITI) | Platinum Textile Mill Ltd. (PTM) | 1999 | Successful | The entire 60-million ordinary shares of 50k each of Platinum Textile Mill Ltd. Were exchanged for the number of shares in ITI – PTM was absorbed in to ITI. | Exchange
of shares |
| 39 | Delta Glass plc | Guinness Glass Plc | 1999 | Successful | The entire 102 million ordinary shares of N1.00 each of Guinness Glass were exchange for 163.2 million ordinary shares of 50k each of Delta Glass Plc. Delta Glass emerge as the new company. | Exchange
of shares |
| 40 | A.G. Leventis Nig. Plc | i. Iddo Investment Ltd. | 1999 | Successful | 69 million ordinary shares of 50k each of A.G. Leventis were to be issued to the shareholders of Iddo, LAFRO and VBH in exchange for 21.6 million, 2.4 million and 9.6 million ordinary shares of 50k respectively. | Exchange
of shares |
| ii. London Africa & overseas Ltd. (LAFRO) | ||||||
| iii. Victoria Beach Hotel Plc (VBH) | ||||||
| 41 | Nig. Westminster Dredging & marine Ltd. (NWDML) | i. Nig. Dredging & Marine Ltd. (NDM) | 1999 | Successful | The shareholders of NDM and WDN were to exchange their shareholding in exchange for shares of NWDML. | Exchange
of shares |
| ii. Westminster Dredging Nig. Ltd. (WDN) | ||||||
| 42 | British American Tobacco Limited (BATL) | Nigerian Tobacco Co. Plc (NTC) | 2000 | Successful | The entire 400 million ordinary shares of NTC was surrendered for cancellation by the holders, NTC shareholders received N3.00 per share as consideration | BATL
increases its shares capital from N10m to N2b so as to accommodate
the incoming shares of the NTC. All the entire assets, liabilities
and undertakings of NTC were merged with those of BATL |
| 43 | Stanbic Merchant Bank Nig. Ltd. (SMBN) | Financial Equities Ltd. (FEL) | 2000 | Successful | SMBL acquired 90% equity interest in FEL | The
acquisition was effected partly through 75% debt/equity swap involving
15million ordinary shares of N1.00 each and 15% cash payment involving
3 million ordinary shares of N1.00 each |
| 44 | Total Nigeria Plc | i. Elf Nig. Ltd. | 2001 | Successful | The shareholders Surrender their share for an appropriate number in Total Nig. Plc | Exchange
of 100 ordinary share of 50k each in Total for 82 ordinary share
of 50k each in Elf oil Nig. Ltd |
| 45 | PZ Industries | PZ Nig. Limited | 2001 | Successful | All assets, liabilities & undertakings of PZN, EN, and GPN be transferred to PZI, who in turn paid monetary value of shares to respective shareholders | Cash
was paid for the entire shares of the companies by PZI as PZI –
33,918,600 ordinary share at 50 kobo EN – 10,000,000 ordinary share
of N1.00 each GPN – 1250 ordinary share of N2.00 each |
| Ekopak Nig. Limited | ||||||
| Groove Properties Nig. Ltd. | ||||||
| 46 | United Nig. Textile Ltd. (UNTL) | Nichemtex Industries Plc | 2001 | Successful | All the assets, liabilities & undertakings of Nichemtex be transferred to UNTL, the entire share capital of Nichemtex be cancelled and dissolved without winding up. | 13
ordinary shares of 50 kobo each of UNTL be exchanged for 5 ordinary
shares of N2.00 each of Nichemtex Industries Plc |
| 47 | Edo Cement Company Ltd. | Bendel Cement Company Ltd. | 2002 | Successful | All the assets, undertaking of Bendel Cement was transferred to Edo Cement, while Edo state Government assume liabilities of Bendel Cement | Edo
cement was newly created company, while major shareholders SCANCEMENT
pay the naira value equivalent of 4 & 4 million to Edo State Government
in consideration, to transfer all assets & undertakings of Bendel
cement and transferred of all liabilities to Edo State Government. |
| 48 | Unipetrol Nig. Plc | Agip Nig. Plc | 2002 | Successful | All the assets, liabilities, and undertakings including real properties and intellectual property & right of Agip are transferred to Unipetrol. | Unipetrol
share price of N47.00 per share & Agip share price of N23.00 per
share was exchanged, and every one ordinary share of 50 kobo in
Elf for two ordinary shares of 50 kobo each in Agip. |
| 49 | Lexington International Company Ltd | Express Insurance | 2004 | merger | One ordinary share of enlarged Lexington Insurance Company was issued in exchange for one ordinary share of Safeway Insurance Company and one ordinary share of Express Insurance Company Ltd. | Cash |
| Safeway Insurance | ||||||
| 50 | UBA Plc | STB Plc | 2005 | merger | All assets, liabilities and undertakings including real property and intellectual property right of STB be transferred to UBA and the entire share capital of 8,000,000,000 ordinary share of 50 kobo each of STB be cancelled and dissolved without winding up in consideration for transfer; holders of STB receive 1 ordinary share of 50 kobo each in UBA in exchange for every 2 STB ordinary share of 50 kobo each. | Share
exchange ratio |