Court orders meetings for Unity, Providus Bank merger ratification
Unity Bank Plc has notified the Nigeria Exchange Limited (NGX) of regulatory approval of its proposed merger with regional bank, Providus Bank Limited, as part of plans to meet the Central Bank of Nigeria’s (CBN’s) recapitalisation directives that licensed banks in Nigeria should meet minimum recapitalisation requirements before the end of March 31, 2026.
Following the Approval-In-Principle (AIP) from the CBN, the ‘No Objection’ clearance of the ‘Scheme of Merger’ by the Securities and Exchange Commission (SEC), and the approval by the Federal High Court (FHC) for the bank to hold its shareholders’ meeting to obtain the formal approvals of shareholders for the Scheme, analysts had expected the institutions to arrange a court-ordered meeting, where shareholders will approve the scheme of arrangement for the merger and be informed about the details of the merger.
Accordingly, the NGX has released a notice of the Court-ordered meeting, directing that a meeting of the holders of the fully paid-up ordinary shares of Unity Bank Plc be convened and held for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Merger between the Bank and ProvidusBank Limited (the Scheme).
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The meeting has been scheduled to be held at the OOPL Hotel, Abeokuta, Ogun State, on September 26, 2025, at 9:00 a.m., or as soon thereafter, at which time and place all shareholders are requested to attend.
Following the suspension of trading in Unity Bank’s shares, its shares remain at N1.51. However, one of the proposed resolution to be taken at the meeting is that in consideration of the merger of all assets and liabilities of the bank with Providus, all shareholders of the Bank shall, after the Court sanctions the Scheme, be paid N3.18 for every share held in the Bank in accordance with the terms stipulated in the Scheme, or be allotted 18 ordinary shares of N0.50 each in Providus Bank Limited (credited as fully paid) in exchange for every 17 ordinary shares of the Bank of N0.50 each (see chart 1 below).
According to documents, the following sub-joined resolutions will be proposed and, if thought fit, passed as special resolutions of the Bank:
“That the Scheme of merger as contained in the Scheme Document dated the 25th day of June, 2025 a printed copy of which has been presented at the Court-0rdered Meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme Document that the Securities and Exchange Commission (“SEC”), Central Bank of Nigeria (“CBN”) and/or the Court shall deem fit to impose and approve.”
“That the merger of all the assets, liabilities and undertakings, including real properties, and intellectual property rights of the Bank with that of ProvidusBank Limited, upon the terms and subject to the conditions set out in the Scheme Document, be and is hereby approved without any further act or deed.”
“That all legal proceedings, claims and litigation matters pending or contemplated by or against the Bank be continued by or against ProvidusBank Limited after the Scheme is sanctioned by the Court.”
“That in consideration of (2) above, all shareholders of the Bank shall, after the Scheme is sanctioned by the Court, be paid ₦3.18 for every share held in the Bank in accordance with the terms stipulated in the Scheme, or be allotted 18 ordinary shares of N0.50 each in Providus Bank Limited (credited as fully paid) in exchange for every 17 ordinary shares of the Bank of N0.50 each (the “Scheme Consideration”)”;
“That the entire share capital of the Bank be cancelled and the Bank be dissolved without winding up.”
“That the certificate of incorporation of Providus Bank Limited shall be the certificate of incorporation of the Enlarged Bank.”
“That the Solicitors of the Bank be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the Scheme.”
“That the Directors of the Bank be and are hereby authorised to take such other actions and steps as may be necessary or required to give full effect to the Scheme.”
Proshare analysts have noted that the merger discussion is premised on the following beneficial imperatives:
The combined (enlarged) bank’s breadth, scale, and product range will further accelerate the financial inclusion agenda of the CBN;
The proposed merger, if approved by the shareholders and regulators, would allow shareholders of both banks to become shareholders of a larger and more profitable entity delivering greater value to shareholders;
The merger will increase the market share of the enlarged bank, expand its reach and customer convenience through an increased branch network of over 210 branches, complemented by other distribution channels; and
The enlarged bank will have an enhanced product portfolio, wider retail network, and a solid operational base that is better positioned to deliver value to a broader range of customers.
