We have garnered extensive experience and are regularly consulted on acquisitions, mergers and corporate restructuring of companies and businesses (cross-border and locally).
Our services are regularly engaged to provide the legal frameworks and to negotiate and perfect the respective documentation required. We also regularly carry out due diligence in this regard and advise on the most effective transactional model for the consummation of particular transactions.
Our solicitors are licensed by the Securities and Exchange Commission and regularly procure regulatory approvals required in this regard under Nigerian law.
The Firm has provided legal advice and acted in several recent landmark transactions including:
(I)
Acting as sole Nigerian counsel to Savannah Petroleum PLC (now Savannah Energy PLC), a UK company listed on London Stock Exchange on all aspects of the financial restructuring of Seven Exploration and Production Limited and its subsidiaries including options and assets buyout worth $600,000,000.00 (Six Hundred Million Dollars).
This was an unprecedented transaction in the Nigerian legal and commercial space, encompassing the upstream, midstream, and downstream sectors of the Nigerian Oil and Gas industry, along with its financing.
Our responsibilities included preparing legal documentation and liaising with several government agencies, such as the Securities and Exchange Commission and the now-defunct Department of Petroleum Resources, to secure the necessary approvals.
We conducted thorough due diligence on 18 target companies, including Septa Oil Trading Company Limited, Domestic Gas Development Company Limited, East Horizon Gas Company Limited, Gas Transmission and Power Limited, Seven Uquo Gas Limited, Energy 905 Suntera Limited, and Afren Global Energy Resources Limited, among others. Additionally, we evaluated various oil and gas assets on behalf of the UK company. The transaction was finalised in December 2019 and was recognised as the restructuring deal of the year by IFLR1000 in 2020;
(II)
Providing legal advisory services in respect of the acquisition by New Age (African Global Energy) Limited (“New Age”) of the entire issued share capital of Jacka Resources Nigeria Limited BVI, then owner of 100% of the issued share capital of PR Oil & Gas Limited (“PR”) for the purpose of acquiring PR’s 2.667% participating interest of Oil Mining Lease number 113 located offshore in Federal Republic of Nigeria.
The tasks carried out by the Firm in this transaction included a comprehensive due diligence of the target and related assets, providing acquisition advisory opinion, advising on regulatory compliance requirements including interfacing with the Securities and Exchange Commission (“SEC”) and the defunct Department of Petroleum Resources (“DPR”).
TLC also prepared and reviewed deal documentation including Deeds of Assignment of Interest, Joint Operating Agreements and various accession agreements; and
(III)
Advising New Age on its acquisition of the entire shares of VITOL E & P Bermuda being the beneficial owner of all the shares in Vitol Exploration Nigeria Limited (“Vitol”) for the purpose of acquiring Vitol’s 12.8310% participating interest stake in OML 113.
The tasks carried out included a comprehensive due diligence of the target, providing acquisition advisory opinion, advising on regulatory compliance requirements including interfacing with SEC and DPR.
TLC also prepared and reviewed deal documentation including Deeds of Assignment of Interest, Joint Operating Agreements and various accession agreements; and
(IV)
Providing legal advisory services on the acquisition of Deli Foods Nigeria Limited by Tiger Brands SA, the acquisition and corporate restructuring of a company with participating interest in OML 113 – (Aje oil field), the acquisition of Union Assurance PLC by Green Oaks Global and the acquisition of Fin Insurance PLC by Cornerstone Insurance PLC.