Notice of Threshold for Merger Notification, FCCPC Thresholds, Small‑merger Tests & Penalties (2026)

Every merger, acquisition or joint venture that meets the turnover thresholds published in the FCCPC’s Notice of Threshold for Merger Notification must be notified to the Federal Competition and Consumer Protection Commission before the transaction is implemented. With deal activity in Nigeria holding steady through 2026, the Commission’s enforcement posture continues to tighten, making precise threshold analysis, turnover computation and timely filing more critical than ever for deal teams. The notification regime rests on a clear distinction between large mergers (which require full‑form approval) and small mergers (which follow a simplified process), and the penalties for getting it wrong, including gun‑jumping sanctions, are significant.

This guide converts the FCCPC Notice, the Merger Review Regulations, and the Commission’s published guidance into step‑by‑step tests, worked examples, timeline tables and a practical filing checklist.

• Thresholds. The FCCPC Notice of Threshold for Merger Notification sets combined and target turnover tests that determine whether a transaction is notifiable as a large or small merger.
• Small vs large test. Transactions that fall below the large‑merger combined‑turnover threshold but above the small‑merger threshold are notified on the simplified Form 2; those above both thresholds use the comprehensive Form 1.
• Timeline. The FCCPC publishes indicative Phase 1 and Phase 2 timeframes measured in business days, and it retains discretion to extend review where competition concerns arise.

Regulatory Framework and Who Must Notify, Merger Notification Nigeria

FCCPA, Part XII and the Statutory Basis

The Federal Competition and Consumer Protection Act, 2018 (FCCPA) is the principal legislation governing competition merger review in Nigeria. Part XII of the Act prohibits any party from implementing a notifiable merger without the prior approval of the Commission. The Act empowers the FCCPC to publish threshold notices, prescribe notification forms, review proposed transactions and impose conditions or prohibitions where a merger is likely to substantially prevent or lessen competition.

Merger Review Regulations 2020 and Amended Regulations 2021

The Merger Review Regulations, 2020 operationalise Part XII of the FCCPA by setting out the procedural requirements for notification, information requests, timeline management and fee computation. In 2021, the FCCPC published the Merger Review (Amended) Regulations, which were gazetted in the Federal Government Official Gazette (Supplement) No. 129 of 6 August 2021. The Amended Regulations introduced significant changes to the fee structure, clarified the treatment of turnover attributable to Nigerian operations in foreign‑to‑foreign transactions, and refined the definitions applicable to private equity and investment entities. Deal teams should confirm they are working from the consolidated 2020/2021 text when preparing any filing.

FCCPC Guidance Documents and Forms

In addition to the statutory instruments, the Commission maintains a library of guidance documents and prescribed forms that shape everyday filing practice. The key documents include:

• Form 1 (with Guidance Note). The comprehensive notification form for large mergers, covering market definition, competitive overlaps and supporting financial data.
• Form 2. The simplified notification form for small mergers, requiring less granular competitive analysis.
• Form 4. The pre‑notification consultation request form, used to engage the FCCPC before formal filing.
• Merger Review Guidelines (2020). Detailed guidance on the Commission’s substantive assessment methodology, market definition, efficiencies and remedies.
• Notice on Merger Review Timeframes. The Commission’s published indicative business‑day timeframes for Phase 1 and Phase 2 review.

Notice of Threshold for Merger Notification, Large vs Small Merger Tests

The FCCPC’s Notice of Threshold for Merger Notification is the single most important document for determining whether a proposed transaction triggers a mandatory filing obligation. The Notice establishes two sets of turnover tests, one for large mergers and one for small mergers, each requiring parties to compare the combined annual turnover of the acquiring and target groups with the individual annual turnover of the target. The relevant turnover figure is drawn from the most recent audited financial year of each party and must be computed on a consolidated basis, including the turnover of all entities within the same group or under common control.

The decision tree below summarises how the FCCPC merger thresholds operate in practice:

• Step 1, Compute combined turnover. Add the consolidated annual turnover of the acquiring group to that of the target group.
• Step 2, Compute target turnover. Isolate the target entity’s (or target group’s) annual turnover.
• Step 3, Apply thresholds. Compare both figures against the thresholds in the Notice. If the combined turnover exceeds the large‑merger combined threshold and the target turnover exceeds the large‑merger target threshold, the deal is a large merger requiring Form 1 notification. If the figures exceed the small‑merger thresholds but fall below the large‑merger thresholds, the deal qualifies for simplified Form 2 notification.
• Step 4, Below both thresholds. If neither set of thresholds is met, the transaction is not mandatorily notifiable, although the FCCPC retains authority to call in any merger it considers may substantially prevent or lessen competition.

Parties should always refer to the current version of the FCCPC Notice of Threshold for Merger Notification for the precise Naira values in force, as these figures may be updated by the Commission from time to time.

Turnover Calculation Rules and Worked Examples

What Counts in Turnover, Consolidated Turnover and Local Component Rules

The turnover threshold in Nigeria is based on the annual turnover of the merging parties as reported in their most recent audited financial statements, computed on a consolidated group basis. For a corporate group, this means aggregating the revenue of the parent entity and all subsidiaries, affiliates and entities under common control. The Merger Review (Amended) Regulations, 2021 introduced specific rules for transactions with a foreign‑to‑foreign component: where the acquiring entity and the target are both incorporated outside Nigeria but one or both have Nigerian operations, the relevant turnover figure is the turnover attributable to or arising in Nigeria. Parties must document their apportionment methodology and provide supporting financial data, including transfer‑pricing documentation where relevant.

Step‑by‑Step Computation Template

The following worked examples illustrate how turnover should be computed for the three most common deal structures. All monetary values are illustrative only, parties must apply the thresholds currently in force under the FCCPC Notice.

Example A, Domestic Acquisition

• Company A (acquirer): consolidated annual turnover = ₦8 billion.
• Company B (target): annual turnover = ₦3 billion.
• Combined turnover = ₦11 billion. Compare this figure with the large‑merger combined threshold and the small‑merger combined threshold in the FCCPC Notice.
• Target turnover = ₦3 billion. Compare with the relevant target threshold.
• If both figures exceed the large‑merger thresholds, file Form 1. If only the small‑merger thresholds are exceeded, file Form 2.

Example B, Foreign‑to‑Foreign with Nigerian Affiliate

• Global Co X (acquirer, incorporated in the UK): worldwide group turnover = US $2 billion. Nigerian subsidiary turnover = ₦5 billion.
• Global Co Y (target, incorporated in the Netherlands): worldwide group turnover = US $800 million. Nigerian subsidiary turnover = ₦2 billion.
• Under the Amended Regulations, use the turnover attributable to Nigerian operations: combined Nigerian turnover = ₦7 billion; target Nigerian turnover = ₦2 billion.
• Compare these local‑component figures against the FCCPC Notice thresholds. Document the apportionment method in the notification form.

Example C, Private Equity Investment

• PE Fund (acquirer): the Amended Regulations may require aggregation of the turnover of all portfolio companies in Nigeria held by the same fund or sponsor, not just the acquiring fund vehicle.
• Target Co: annual turnover = ₦4 billion.
• Compute the combined turnover of the PE sponsor’s Nigerian portfolio plus the target. This figure determines whether the deal crosses the threshold for merger notification and whether it qualifies as a large or small merger.
• Prepare a detailed schedule of all Nigerian portfolio holdings, their individual turnovers, and the control relationships between fund vehicles.

Spreadsheet Inputs to Include

Deal teams are encouraged to build a reusable turnover‑computation spreadsheet with the following inputs:

• Acquirer group entities, list each entity, jurisdiction, and most recent annual turnover (total and Nigerian component).
• Target group entities, same structure.
• Combined turnover calculation, auto‑sum, with separate Nigerian‑component sub‑total.
• Threshold comparison, pull in the current FCCPC Notice figures and flag large/small/not notifiable.
• Fee estimate, apply the fee formula from the Amended Regulations (see next section).

Filing Fees and How to Compute Them

The Merger Review (Amended) Regulations, 2021 revised the fee schedule applicable to merger notifications. Fees are calculated as a percentage of either the value of the transaction consideration or the combined turnover of the merging parties, whichever is higher. The precise percentages and any applicable caps or minimum fees are set out in the Schedule to the Amended Regulations as gazetted in the Federal Government Official Gazette (Supplement) No. 129 of 6 August 2021. Deal teams should consult the current Schedule directly, because fees may differ between large mergers and small mergers, and the FCCPC may update fee bands periodically.

As a practical step, compute the fee as follows:

• Identify the consideration value. This is the total purchase price, subscription amount or asset value of the proposed transaction.
• Identify the combined turnover. Use the same combined‑turnover figure computed for the notification test.
• Apply the higher‑of rule. Take the greater of the two amounts and multiply by the applicable percentage rate from the Amended Regulations Schedule.
• Cross‑check against caps and minimums. Confirm whether any minimum or maximum fee applies to the category of merger.

Timelines, Phase 1, Phase 2 and Indicative Timeframes for Merger Notification

The FCCPC publishes a Notice on Merger Review Timeframes setting out the indicative number of business days for each phase of the review process. These timeframes apply from the date the Commission confirms that the notification is complete (i.e., the “effective date” of filing), not from the date of initial submission.

Parties should note that the FCCPC retains discretion to extend these timeframes where the complexity of the transaction warrants it or where information requests have not been fully answered. The Nigeria merger filing timeline can therefore vary significantly depending on deal structure and the quality of the initial submission. Early pre‑notification engagement, ideally using Form 4, is the single most effective way to compress overall review time.

Small Merger Simplified Process

Transactions that meet the small‑merger thresholds in the FCCPC Notice of Threshold for Merger Notification but fall below the large‑merger thresholds are eligible for the simplified notification procedure. This process requires submission of Form 2, which calls for less detailed competitive analysis than the comprehensive Form 1 used for large mergers. The Nigeria small merger process is designed to reduce the compliance burden on parties to transactions that are unlikely to raise material competition concerns.

Typical deals that qualify for simplified treatment include:

• Acquisitions of small or mid‑cap businesses with limited market overlap with the acquirer.
• Intra‑group restructurings where ultimate control does not change.
• Minority stake acquisitions that confer control rights but involve a target below the large‑merger turnover threshold.

Even under the simplified process, the FCCPC retains the right to request additional information and to escalate the review to a full Phase 2 assessment if preliminary analysis reveals potential competition concerns. Industry observers expect typical turnaround for straightforward small‑merger filings to be faster than the Phase 1 indicative period for large mergers, but parties should not assume automatic approval.

Enforcement, Penalties and Gun‑Jumping Risk

Administrative Penalties Under FCCPC Regulations

The FCCPC’s Administrative Penalties Regulations, published in 2020, grant the Commission explicit authority to impose financial penalties on parties that fail to notify a notifiable merger, implement a transaction before receiving approval, or provide false or misleading information in a notification. The penalty regime under the FCCPA and the Administrative Penalties Regulations is designed to be dissuasive: sanctions may include fixed monetary penalties, daily penalties for continuing contraventions, orders to unwind completed transactions, and referral for prosecution in cases of wilful non‑compliance. The Commission has publicly warned market participants that it will actively enforce the merger control regime.

Common Enforcement Triggers and Practical Scenarios

Understanding the scenarios that most commonly attract enforcement action helps deal teams design compliant transaction structures. The following situations represent the highest‑risk triggers:

• Implementation before approval (gun‑jumping). Any step that transfers economic or operational control, such as integrating management, sharing competitively sensitive information, or exercising voting rights, before FCCPC clearance is obtained may constitute gun‑jumping. The Commission has issued specific guidance warning against these practices.
• Failure to notify. Completing a notifiable transaction without filing any notification at all is the most serious breach. The FCCPC monitors market activity and may initiate investigations on its own motion.
• Incomplete or misleading filings. Submitting a notification that omits material information, particularly regarding competitive overlaps, turnover figures or control relationships, may result in penalties and may invalidate any conditional approval.
• Non‑payment of fees. Filing fees must be paid in full for the notification to be accepted as complete. Underpayment or delayed payment can stall the review timeline and may attract separate penalties.

Early engagement with experienced competition merger review counsel is the most effective mitigation strategy. Deal agreements should include merger‑control condition precedents that expressly prohibit any integration steps before FCCPC approval.

Practical Filing Checklist and Pre‑Notification Playbook

The following checklist is designed for in‑house counsel and deal teams managing a merger notification in Nigeria:

• Threshold analysis. Run the turnover computation (see examples above) against the current FCCPC Notice of Threshold for Merger Notification. Confirm whether the deal is large, small or non‑notifiable.
• Pre‑notification consultation. For large or structurally complex deals, submit Form 4 to the FCCPC to discuss scope, timing and any novel issues before formal filing.
• Document preparation. Assemble audited financial statements (most recent year), group structure charts, a description of the transaction and its commercial rationale, market‑share data for overlapping products or services, and any internal analyses of competitive effects.
• Fee calculation. Apply the fee formula from the Amended Regulations Schedule and prepare payment before submission.
• Form completion. Complete Form 1 (large merger) or Form 2 (small merger) in full, cross‑referencing the Guidance Note for Form 1 where applicable.
• Transaction agreements. Ensure the SPA or investment agreement includes a FCCPC approval condition precedent and a long‑stop date that accommodates the indicative review timeline plus a buffer for Phase 2.
• Gun‑jumping protocols. Brief all deal‑team members (including integration planners) on the prohibition against implementation steps before clearance. Restrict information flows between merging parties to what is strictly necessary for due diligence.
• Post‑filing monitoring. Track FCCPC information requests, respond within stipulated deadlines, and maintain a log of all communications with the Commission.

What to Do If Your Deal Is Notifiable, Next Steps and Mitigation

If your threshold analysis confirms the transaction is notifiable, the following steps should be taken immediately:

• Halt integration planning. Do not take any step that could be characterised as implementation, including appointing new directors, combining sales teams or sharing pricing data.
• Engage the FCCPC early. Use pre‑notification consultation (Form 4) to identify potential competition concerns and discuss the likely review timeline.
• Request expedited review where justified. If the transaction raises no substantive competition issues (e.g., no horizontal overlaps), communicate this to the Commission and request that the Phase 1 review be concluded promptly.
• Prepare remedies proactively. Where overlaps exist, consider whether behavioural or structural remedies (such as divestiture of a competing business unit) can be offered to address concerns during the review.
• Build the timeline into the deal timetable. Factor in the FCCPC indicative timeframes, plus contingency, when setting the long‑stop date and any break‑fee triggers in the transaction agreement.

Notification Obligations by Entity and Deal Type, Comparison Table

Conclusion

The FCCPC’s Notice of Threshold for Merger Notification remains the starting point for every M&A compliance analysis in Nigeria. Whether a deal is a straightforward domestic acquisition, a multi‑jurisdictional foreign‑to‑foreign transaction with Nigerian operations, or a private equity investment, the same disciplined process applies: compute consolidated turnover, test against the published thresholds, select the correct form, calculate and pay the fee, and respect the Phase 1 and Phase 2 timelines while refraining from any integration steps until clearance is obtained. With the FCCPC actively enforcing the merger control regime and imposing administrative penalties for non‑compliance, early planning and specialist legal advice are essential.

For guidance tailored to your transaction, consult a qualified commercial lawyer with Nigerian competition experience through the Nigeria practice area on Global Law Experts.

Sources

1. FCCPC, Notice of Threshold for Merger Notification (Official PDF)
2. FCCPC, Merger Review Guidelines 2020 (PDF)
3. FCCPC, Merger Review (Amended) Regulations, 2021 (Publication Announcement)
4. Federal Government Official Gazette (Supplement), Merger Review (Amended) Regulations, 2021
5. Federal Competition and Consumer Protection Act, 2018 (PLAC)
6. FCCPC, Notice on Merger Review Timeframes (PDF)