Case 21Buy-side deal structuring in Nigeria
Structuring a Nigerian acquisition for the buyer.
In an acquisition, the structure decides what the buyer pays, what it inherits and how quickly it closes. We advised the acquirer on the structure from the outset.
- Client
- Acquirer (confidential)
- Sector
- Mergers and acquisitions
- Practice
- Corporate & Commercial
- Jurisdiction
- Nigeria
The brief
Our client intended to acquire a Nigerian business. Before signing, it needed a structure that protected its investment, minimised tax leakage and obtained the necessary regulatory approvals without delaying completion.
We acted on the buy side, assessing the alternative structures and designing the one that best served the client’s commercial objectives.
Our advice
- 01
Structure selection
Assessing a share purchase, asset purchase and other structures against the client’s objectives, the target’s liabilities and the transfer of licences and contracts.
- 02
Tax structuring
Advising on capital gains tax, stamp duties, withholding tax and the efficiency of the acquisition and holding structure.
- 03
Regulatory approvals
Identifying the approvals required, including merger notification to the FCCPC and sector-regulator consents, and building them into the timetable.
- 04
Price mechanics
Advising on the consideration structure, including locked-box or completion-accounts mechanisms, deferred consideration and earn-outs.
- 05
Risk allocation
Negotiating warranties, indemnities, conditions precedent and limitations of liability to protect the buyer against risks identified in diligence.
Outcome
The client signed on a structure that matched its commercial objectives, with the tax position, approvals and contractual protections settled before completion.