Corporate Restructuring, Mergers and Acquisitions

PUC has extensive skills in Corporate Restructuring, Mergers and Acquisitions, having provided services in these areas to several satisfied clients, both local and foreign, in various sectors of the Nigerian economy, including banking, telecommunications, construction, and natural resources. For our clients in these sectors, we have designed tailor-made transaction structures, negotiated, drafted and reviewed transaction documents, liaised with investment banks and export credit agencies, obtained requisite regulatory approvals and handled post-restructuring arrangements, and employment and industrial relations issues.

We have continued to effectively balance our role of providing client satisfaction and delight while not losing sight of the need to comply with applicable laws and best industry practices. Corporate restructuring transactions generally require one form of regulatory approval or the other.

Over the years, PUC has cultivated very close professional relationships with most of these regulatory agencies and authorities, which has eased our transactions approvals’ processes, to the ultimate benefit of our clients.


US$1billion Equity restructuring of Vmobile (now Airtel)

This was approximately a US$1bn acquisition of 65% equity stake in Vmobile (now Airtel) by Celtel Nigeria BV. As transaction adviser to Vmobile, PUC, led by the Senior Partner, negotiated on behalf of the Selling Shareholders this most exciting but complicated transaction which perhaps ranks as the biggest ever direct foreign investment in Nigeria’s private sector. Asides the advisory role in this transaction, PUC took responsibility for the preparation of the necessary documentations for the closing of the transaction.

US$30,000,000 Plantation Acquisition by PZ and Wilmar

Representation of Nigeria’s leading consumer-products conglomerate, PZ, and its international agri-business partners in assets acquisitions involving plantation estates located in Cross River State of Nigeria. The aggregate value of the transactions to date is approximately US$30,000,000. As Transaction Counsel, we play leading roles in the transaction negotiations, structuring, and management. We have sole responsibility for the conduct of legal and corporate due diligence exercises, as well as transactions documentation, obtaining of requisite regulatory and governmental approvals, and management of completion and closing processes.

IPL/Wapic Insurance PLC Merger

We acted as Legal Counsel to Intercontinental Properties Limited (IPL), an asset and property management subsidiary of Access Bank PLC, in its merger with Wapic Insurance PLC. In that capacity, we provided the entire gamut of legal services that was necessary for the completion of the transaction, and in a manner that protected our client, including conducting a comprehensive legal, regulatory and corporate due diligence, procuring court orders for the scheme of merger, filing and obtaining requisite regulatory approvals, and ensuring compliance with relevant laws and regulations.

US$200million Visafone Acquisition Bourdex and Independent Telephone Network Limited (“ITN”)

Acquisition of Bourdex Communications Limited (Bourdex) and ITN, and their merger into Visafone Communications Limited, Nigeria’s leading CMDA service provider. The acquisition was valued at an aggregate of US$200m. As Transaction Counsel, PUC was fully involved from the initial negotiations and structuring of the transaction up to completion. We had complete responsibility for due diligence exercises, transaction documentation such as the Share Purchase Agreement, and completion exercises such as liquidating the acquired companies, obtaining approvals from the regulators, and resolving other telecommunications-related issues.

US$880million Purchase of the Downstream Assets of Chevron Africa PUC acted as the sole Lenders’ Counsel to a consortium originally comprising First City Monument Bank PLC, Fidelity Bank PLC, Union Bank of Nigeria PLC, Zenith Bank PLC, former Oceanic Bank International PLC (now part of Ecobank Nigeria PLC), former Bank PHB, Intercontinental Bank plc (now Access Bank PLC), for the sale and purchase of the assets spread across 6 African countries namely, Cote d’Ivoire, Benin Republic, Togo, Congo, Cameroon, and Nigeria.

The assignment involved drafting and negotiating all the finance documents, and the conduct of due diligence on not less than 10 companies located in multiple jurisdictions, involved in the project as borrowers and guarantors.

US$31million Management Buy-Out of CCNN As Counsel to Damnaz Cement Company Limited (“Damnaz”), we anchored and concluded the US$31million Management Buy-Out of the majority shares in Cement Company of Nigeria Plc (“CCNN”) and SocietéNigerienneCimenteries SA of Niger Republic (“SNC”), for and on behalf of Damnaz, the special purpose vehicle used for the acquisition by some CCNN management staff. Damnaz became the majority shareholder in CCNN and SNC, having acquired the shares of Scancem International ANS of Norway (“Scancem”) in both companies.

Sale of Oceanic Bank Sao Tome

As sole legal Counsel to the former Oceanic Bank International PLC in respect of the sale of the entire issued share capital of its subsidiary in Sao Tome and Principe Global Fleet UK Ltd, we provided legal advisory services to the Bank, and reviewed and negotiated the share purchase agreement and licensing agreements.

Sale of Oceanic Bank UK

We advised Oceanic Bank International PLC in respect of the sale of the entire issued share capital of Oceanic Bank UK Limited - a subsidiary of the former Oceanic Bank International PLC - to Fevamotinco S.a.r.L. We reviewed and negotiated the share purchase agreement, licensing agreements, liaised with the sector regulators and oversaw the execution process and completion.

Acquisition of Edo Cement Company Limited

PUC advised Damnaz and served as Transaction Counsel in its acquisition of Edo Cement Company Limited, through the purchase of an 87% majority share from Scancem International ANS of Norway. PUC drafted, reviewed and negotiated all the transaction documents.

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