Section 122: Small merger notification and implementation.

(1) A party to a small merger:
(a) is not required to notify the Commission of that merger unless the Commission requires it to do so ; and
(b) may implement the merger without approval unless required to notify the Commission.
(2) A party to a small merger may voluntarily notify the Commission of the merger at any time.
(3) Within 6 months after a small merger has commenced implementation, the Commission may require the parties to the merger to notify the Commission of the merger in the prescribed manner and form if, in the opinion of the Commission, having regard to the provisions of section 121 of this Act, the merger:
(a) may substantially prevent or lessen competition; or
(b) cannot be justified on public interest grounds.
(4) A party to a merger required to notify the Commission of a merger pursuant to subsection (3) of this section shall take no further steps to implement the merger until the merger has been approved or conditionally approved.
(5) Within 20 working days after all parties to a small merger have fulfilled all their notification requirements in the prescribed manner and form, the Commission:
(a) may extend the period in which it has to consider the proposed merger by a single period not exceeding 40 working days and, in that case, must issue an extension certificate to any party who notified it of the merger; or
(b) after having considered the merger in terms of section 121 of this Act, shall notify the parties in the prescribed form of:
(i) its approval of the merger;
(ii) approval of the merger subject to any conditions;
(iii) the prohibition of the implementation of the merger, if it has not been implemented; or
(iv) if already implemented, a declaration that that merger is prohibited.
(6) If the merger is approved by the Commission, the parties shall apply to the court for the merger to be sanctioned and when so sanctioned, the same shall become binding on the companies and the court may by the order sanctioning the merger or by the subsequent order make provision for any or all of the following matters:
(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;
(b) the allotment or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person ;
(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;
(d) the dissolution, without winding up, of any transferor company;
(e) the provision to be made for any persons who in such manner as the court may direct, dissent from the compromise or arrangement; and
(f) such incidental, consequential and supplemental matters as are necessary to ensure that the reconstruction or merger shall be fully and effectively carried out.
(7) An order under paragraph (d) of subsection (6) of this section shall not be made unless :
(a) the whole of the undertaking and the property, assets and liabilities of the transferor company are being transferred into the transferee company; and
(b) the court is satisfied that adequate provision by way of compensation or otherwise has been made with respect to the employees of the company to be dissolved.
(8) Where an order under this section provides for the transfer of property or liabilities, that property or liabilities shall by virtue of the order, be transferred to and become the property or liabilities of the transferee company and, in the case of any property, if the order so directs, be freed from any charge which is by virtue of the compromise or arrangement cease to have effect.
(9) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the Commission for registration within seven days after the making of the order and a notice of the order shall be published in the Gazette and in at least one national newspaper and if in default is liable to a fine of not less than N20,000.
(10) In this section:
(a) "property" includes property rights and powers of every description;
(b) "liabilities" includes rights, powers and duties of every description notwithstanding that such rights, powers and duties are of a personal character which could not generally be assigned or performed vicariously;
(11) If, upon the expiration of the 20 working days period provided for in subsection (5) or the extension contemplated in paragraph (a) thereof, the Commission has not notified the parties of its decision, the merger shall be deemed as having been approved, subject to section 127 of this Act.
(12) The Commission shall :
(a) publish a notice of the decision in the Gazette; and
(b) issue written reasons for the decision if:
(i) it prohibits or conditionally approves the merger; or
(ii) requested to do so by a party to the merger.