Union Bank, Titan Trust Bank finalise merger, following up to ₦200 billion majority share purchase, MTO and scheme by Titan Trust Bank

Union Bank of Nigeria  Plc has finalized its integration with Titan Trust Bank Limited (TTB) following TTB’s acquisition of a majority stake in the bank. Effective September 1st, the combined entity will operate solely as Union Bank of Nigeria Plc, marking the culmination of a significant ownership transition that began in 2021.

In December 2021, Union Bank announced that its majority shareholders, including Union Global Partners Limited (UGPL), Atlas Mara Limited, Standard Chartered Bank (SCB), Montane Partners West Africa Limited (Montane), and Emeka Emuwa agreed to divest 93.41% (27 billion shares) of the bank’s issued share capital to TTB, a subsidiary of the Nigerian conglomerate Tropical General Investments (TGI) Group. The transaction, valued at ₦7.00 per share (totaling ₦191 billion), was completed in June 2022 after securing all regulatory approvals, establishing TTB as the majority shareholder.

Following the acquisition, TTB fulfilled regulatory requirements by launching a Mandatory Takeover Offer (MTO) in November 2022, acquiring an additional 186,355,807 shares at ₦7 (totaling ₦1.3 billion).. This increased TTB’s shareholding to 94.05%, or 27,523,308,103 ordinary shares. The MTO and subsequent Scheme of Arrangement, approved in May 2023, facilitated the acquisition of all remaining minority shares at ₦7.00 per share, totaling ₦12.19 billion for 1,741,176,751 shares.

In total, Titan Trust Bank completed the 100% acquisition of Union Bank for about ₦204 billion.

The Scheme of Arrangement, implemented under Section 715 of the Companies and Allied Matters Act (CAMA) 2020, was approved by shareholders at a Court-Ordered Meeting and received a “No Objection” from the Securities and Exchange Commission (SEC). The transaction addressed the bank’s non-compliance with the Nigerian Stock Exchange’s (NGX) 20% free-float requirement, as the acquisitions had rendered Union Bank’s shares illiquid. Consequently, Union Bank applied for and received approval to delist from the NGX in November 2023.

Advisory services for the transaction were provided by Chapel Hill Denham (Financial Adviser), G. Elias (Solicitors), Afrinvest (West Africa) Limited (Fairness Opinion Adviser for the scheme), CardinalStone Registrars (registrars).

Union Bank of Nigeria (Formerly Titan Trust Bank)