Corporate, Mergers & Acquisitions

JEE’s strength in Corporate, Mergers & Acquisitions lies in recognising that no two transactions are the same. We appreciate the individualities of each project and ensure that its structuring and implementation are driven by the commercial objectives of the deal; resolution of regulatory concerns; preservation of shareholder value; and actualisation of requisite synergies. We have completed transactions in multiple industry sectors, including advertising; agriculture; banking; health; information technology; insurance; oil and gas; pensions; and power. We pride ourselves on our ability to guide clients through the legal, regulatory, and industry peculiarities as well as the corporate, social, and political nuances that may relate to the transaction. 

JEE supports clients through the entire transaction and negotiation life cycle, from due diligence investigations to documentation drafting; review and negotiation; obtaining regulatory approvals; bid documentation review; completion; and post-completion. Our team offers specialist and technical expertise in corporate governance; employment and labour law; finance; insurance law; intellectual property; litigation; real estate; and tax. 

Our Corporate, M&A services 

• Mergers; 
• Acquisitions; 
• Divestment; 
• Schemes of arrangement; 
• Schemes of compromise; 
• External restructurings; 
• Take-overs; 
• Capital reductions; 
• Recapitalisations; 
• Asset sales; 
• Spin-offs; and  
• Joint ventures. 

Notable deals

1. Acquisition of an equity stake by the Publicis Groupe in the Troyka Group. The Troyka Group is the first wholly owned, integrated marketing-communications service provider in West Africa, and Publicis Groupe is a global leader in marketing, communication, and business transformation. In Africa, Publicis Groupe Africa is the fastest-growing network of communication agencies. 

2. Acquisition involving United Mortgage Ltd and Spring Mortgage Plc relating to the acquisition by United Mortgage Limited of 43.75% of the share capital of Spring Mortgage Plc and the follow-on merger involving United Mortgage Ltd and Spring Mortgage Plc and the conversion of United Mortgage Bank Plc into a regional commercial bank with the new name Providus Bank Plc. Providus Bank Plc is the second commercial bank to be issued a regional commercial banking license in Nigeria. 

3. Recapitalisation of the former Intercontinental Bank Plc, further to a scheme of arrangement involving the re-organisation of the entire share capital of the bank and the follow-on acquisition of a 75% equity stake by Access Bank Plc. The transaction was valued at about US$4 billion. 

4. Divestment by Skye Bank Plc of its 51.95% equity stake in Law Union and Rock Insurance Plc, a publicly quoted insurance company. The deal was valued at US$20 million. 

5. Integration of the Ghanaian and Ivory Coast subsidiaries of Baker Hughes Inc and BJ Services Company, undertaken as part of the global integration of the Baker Hughes and BJ Services entities, further to the recent global acquisition of the BJ Services Company by Baker Hughes Inc. 

JEE’s dedicated FDI practice specialises in assisting foreign companies with cross-border transactions and inbound investments in completing all the legal requirements to establish a local business in Nigeria.  

We not only advise companies on the most effective structure and corporate vehicle for their activities, we ensure our clients’ understand their position in the Nigerian market and follow local business practices to further their interests. We also help position our clients to benefit from incentives that are available to foreign investment – such as income-tax holidays and special tax regimes – so that their investments achieve a reasonable level of profit within their formative years. 

Our FDI team has 30 years’ experience and has successfully advised and assisted a wide range of multinational companies to set up and run their business in Nigeria across several industry sectors, including automotive; energy; entertainment; information technology (IT); investment; health; hospitality; manufacturing; pensions; and trading. 

Our FDI services 

• Pre-investment advisory; 

• Transaction structure advisory; 

• Local entity/Business set-up; 

• Joint Venture arrangements; 

• Due diligence on Venture Partners; 

• Tax advisory; 

• Free Trade Zone licences and compliance; 

• Bank account opening; 

• Corporate tax registration; 

• Pre-investment approvals; 

• Post-investment approvals; and 

• Labour and employment advisory. 

Notable deals 

1. Assisting a leading investment company in the incorporation of an SPV for use as its investing entity in the pension sector. We have advised on the corporate structure, prepared the shareholders agreement, and assisted in obtaining relevant pre-investment registrations and post-investment approvals/licenses from the Securities and Exchange Commission. 

2.  Assisting a leading multinational pharmaceutical and consumer goods company in setting up its business in Nigeria. We have advised on the shareholding structure and regulatory compliance requirements and are assisting with procuring relevant post-incorporation approvals and licenses. 

3. Advising and assisting a leading European sports-betting company on the incorporation of its local subsidiary and obtaining the relevant regulatory permit for its business operations in Nigeria. We are also providing the company with labour and employment advisory services; immigration services; agency contract documentation; and general legal advisory. 

Jackson, Etti & Edu regularly advises private equity and venture capital funds in relation to their investment in Nigerian and West Africa. Our approach is to understand the fund’s investment objectives and provide risk-focused due diligence investigations to ensure an attractive entry price. Our transaction documentation contemplates a clear exit strategy that reduces potential tension and ensures a liquidity event for the fund. We also advise sponsors seeking private equity and venture capital on pertinent house-keeping matters that may constitute potential red-flags for investors as well as the requirement for the restructuring of their businesses. 

JEE: Pioneers in Private Equity & Venture Capital 

We are proud to be part of Nigeria’s private-equity and venture-capital boom and have played a significant role in these sectors since their early days. Within a decade, the Nigerian private equity industry has grown from players with approximately US$75 million under management to 10 indigenous players with about US$2 billion under management.  

JEE understands the objectives, concerns, and impact of private-equity investors, and our expertise in the industry has been recognised since 2010, when JEE won Private Equity Firm of the Year by Corporate INTL and subsequently the Nigerian Legal Awards in 2015, 2016, and 2017. 

Founders and investors 

In view of the growth in the Nigerian and African institutional-investors space, we are currently assisting indigenous and pan-African private-equity funds that are seeking to raise funds for investment across Africa. Given JEE’s vast legal knowledge in private equity, we are regarded as a leader in the sector and have developed an excellent track record of advising on complex private-equity transactions within Nigeria and West Africa across every industry, with a particular strength in highly regulated sectors. 

As a sector-focused firm, we have a thorough understanding of all the regulatory minefields that may face our clients, and we are able to navigate successful outcomes to address all challenges. 

Our Private Equity services 

• Due diligence; 

• Transaction structuring; 

• Transaction documentation due diligence; 

• Corporate governance and best practice; 

• Secondary transactions; 

• Acquisitions; 

• Buy-outs; 

• Exits; 

• Regulatory compliance; and 

• Fund formation. 

Notable deals

1. Acquisition by Actis, a leading investor in growth markets, of a majority stake in Sigma Pensions Ltd – one of Nigeria’s leading Pension Fund Administrators (PFA). 

2. Investment of US$65 million by the CDC group in Zambeef Products Plc (“Zambeef”). Zambeef is listed on the Lusaka Stock Exchange as well as the AIM market operated by the London Stock Exchange Plc. 

3. Investment by AfricInvest Fund II LLC, a pan-African private equity fund managed by the AfricInvest Group, in Broron Oil and Gas Limited, a Nigerian oil and gas offshore-service company that provides offshore support services to international oil companies and independent and indigenous upstream companies in Nigeria and the Gulf of Guinea. 

4. Investment by AfricInvest in Elephant Group Ltd, required to fund the company’s expansion to other African nations and grow into further business within the agricultural chain. 

5. Joint acquisition of a majority stake in Continental Reinsurance Plc by a consortium of Saham Finance Group and African Capital Alliance. The transaction involved the divestment by a consortium led by Emerging Capital Partners of its indirect equity stake in Continental Reinsurance Plc. 

JEE’s Capital Markets practice has a considerable track record that encompasses all areas of capital-market transactions in Nigeria. We are registered with the Securities and Exchange Commission of Nigeria as a Capital Market Consultant, and we are highly regarded by our peers and clients for our expertise in all aspects of debt and equity issue. We take one projects from public offer for subscription or sale; rights issues; collective investment schemes; and private placement to corporate and government bonds; mortgage-backed and asset-backed securities; and bond issues. We are consistently highly rated and recognised for our capital markets practice by the International Financial Law Review and Chambers Global. 

Our clients, our team 

JEE advises leading market participants, including financial institutions; corporates; state governments; issuing houses; trustees; underwriters; and other new players in the capital markets. Our unique advantage is our ability to leverage the experience of our robust practice in mergers & acquisitions; banking; tax; finance; employment; intellectual property; litigation; and regulatory. We can therefore assist through the entire capital-raising process, including road shows; capital structure; interfacing with regulatory agencies; negotiation with investors; and corporate governance requirements.  

Our Capital Market team prepares all legal documents and pre-offer documents, such as vending agreements; underwriting agreements; and trust deeds. We will also advise on all issues arising during flotation, particularly the relevance of and compliance with the Investment and Securities Act, and the rules of the Securities and Exchange Commission and the listing requirements of the Nigerian Stock Exchange.  

Our Capital Market services 

• Public offerings; 
• Rights issues; 
• Listings; 
• Private placement; 
• Collective investment schemes; 
• Corporate bonds; 
• Government bonds; 
• Infrastructure funds; 
• Regulatory compliance; and 
• Sukuk (Shariah-compliant bonds). 

Notable deals

1. Acting as Solicitor to the Trustees in connection with the Lagos State Government’s ₦500 billion Debt Issuance Programme and its ₦47 billion first series and ₦85.1 billion second series. 

2. Acting as Solicitor to the Joint Trustees in connection with the Rivers State Government ₦250 billion Bond Programme. 

3. Acting as the Solicitors to the Company in connection with the UACN Property Development Company Plc ₦20 billion Debt Issuance Programme. 

4. Advising on Skye Bank Plc’s ₦31 billion Public Offer divided into 2,231,599,145 Ordinary Shares of 50k each at ₦14 per share. 

5. Acting as Solicitors to the Issue of PZ Industries Plc’s ₦5,455,225,660 Right Issue divided into 363,015,044 ordinary shares of 50 kobo each at ₦15 per share.