Under the proposed merger with Providus Bank Limited, Unity Bank shareholders are set to receive either N3.18 per share or 18 Providus Bank shares for every 17 Unity Bank shares they currently hold.
The Federal High Court in Lagos ordered a shareholder meeting for September 26, 2025, where shareholders will review and vote on the proposed payouts, the transfer of assets and liabilities, and other key elements of the merger scheme.
Issued under the hand of Hon. Justice D. I. Dipeolu, the order also empowers Unity Bank’s directors to make any necessary adjustments to the scheme as required by the Securities and Exchange Commission (SEC), the Central Bank of Nigeria (CBN), or the court.
Under the merger, all of Unity Bank’s assets, liabilities, properties, intellectual rights, and ongoing legal proceedings will be transferred to Providus Bank.
The scheme further proposes canceling Unity Bank’s share capital, effectively dissolving the bank without winding it up, with ProvidusBank’s certificate of incorporation covering the enlarged entity.
Shareholders will also vote on granting the directors the authority to take all necessary steps to implement the scheme and allow Unity Bank’s solicitors to seek the court’s approval to sanction it, if required.
The merger discussions have been ongoing since 2024, supported by a capital injection from the Central Bank of Nigeria to facilitate the process.
Backstory
On August 6, 2024, the Central Bank of Nigeria approved the merger of Unity Bank and ProvidusBank, and the following day authorized a N700 billion bailout loan to support the recapitalization of the new banking entity.
This marked the first Nigerian banking merger in five years and was projected to create a network of 231 branches nationwide, with the CBN’s funding ensuring a smoother transition.
- A significant portion of the bailout was earmarked to settle N303.7 billion of Unity Bank’s existing obligations, including N92 billion owed to First Bank of Nigeria.
- Additionally, N51.7 billion owed to the CBN under the Anchor Borrower Scheme and N135 billion due to NIRSAL (Nigeria Incentive-Based Risk Sharing System for Agricultural Lending) were also covered.
- The remaining N392.3 billion was to be invested in a 20-year FGN bond, qualifying as tier-2 capital for the merged bank.
The upcoming meeting on September 26, 2025, will give shareholders the opportunity to formally consider and approve the arrangements outlined by the court as part of the merger scheme.
What to know
- The results of the shareholder meeting will be submitted to the court by the Chairman, Mr. Hafiz Mohammed Bashir, the Managing Director, Mr. Ebenezer A. Kolawole, or any other director appointed by the shareholders.
- Voting will be conducted by poll, allowing shareholders to vote in person or authorize a representative to vote on their behalf. For joint shareholders, voting rights will follow the order of seniority as listed in the company’s register of members.
- Shareholders wishing to submit their votes or instructions ahead of the meeting must do so through the company secretary by September 23, 2025.
