Key points
- The Supreme Court has dismissed an appeal seeking to dissolve the merger between Providus Bank Limited and Unity Bank Plc for lacking in merit.
- A five-member panel of the apex court, led by Justice Tijani Abubakar, unanimously upheld the previous judgement of the Court of Appeal.
- The court invoked Section 22 of the Supreme Court Act to directly sanction the merger and transfer all assets, liabilities, and undertakings to Providus Bank Limited.
- The apex court approved the adoption of a new corporate name, Providus-Unity Bank Limited, for the enlarged financial entity.
- The judgment brings a conclusive end to the litigation, with the court awarding a cost of N10 million each against the appellants in favor of the 10 respondents.
Main Story
The Supreme Court on Monday dismissed an appeal seeking the dissolution of the merger between Providus Bank Limited and Unity Bank Plc.
A five-member panel of the apex court, in a unanimous judgment delivered by Justice Tijani Abubakar, held that the appeal lacked merit and therefore affirmed the decision of the Court of Appeal.
The appellants, Suleiman Abubakar and Mohammed Goni Modu, who are customers and shareholders of the banks, had challenged the lower court’s ruling in a case marked SC/CV/132/2026.
They listed Providus Bank, Unity Bank, PAC Capital Limited, Vetiva Advisory Services Limited, Lighthouse Capital Limited, Planet Capital Limited, the Corporate Affairs Commission, the Federal Competition and Consumer Protection Commission, the Securities and Exchange Commission, and the Central Bank of Nigeria as respondents.
The dispute arose from a proposed merger between Providus Bank and Unity Bank, initiated as part of efforts to meet the Central Bank of Nigeria’s recapitalisation requirements.
Records showed that the banks had approached the Federal High Court in July 2025 for approval to convene separate meetings of shareholders and directors to consider the merger plan.
Following court approval, both institutions held meetings and approved the scheme, which was subsequently sanctioned by the trial court.
Dissatisfied with the process, the appellants, who were later joined as interested parties, sought to halt and dissolve the merger, arguing against its implementation.
However, the Court of Appeal dismissed their case on March 6 and ordered accelerated hearing of the substantive matter at the trial court, with costs awarded against them.
The Supreme Court upheld that position, affirming that the appeal was unmeritorious.
The apex court also awarded costs of N10 million each in favour of the respondents.
The Issues
- Resolving legal attempts by minority shareholders and customers to truncate a sanctioned multi-bank consolidation scheme.
- Executing the clean structural transfer of all real properties, liabilities, and commercial undertakings between consolidating financial entities.
- Enforcing the complete dissolution of an existing banking board of directors without winding up the operational institution.
What’s Being Said
- Reacting to the apex court verdict, counsel to Unity Bank Plc, Chief Damian Dodo, SAN, alongside Reuben Atabo, SAN, described the ruling as a historic decision that had finally settled all disputes relating to the merger.
- Explaining how the final judicial intervention removed every legal barrier blocking the completion of the bank consolidation, Dodo stated: “What the Supreme Court has done by this judgement is to bring closure to the merger between Providus Bank and Unity Bank.”
- Outlining the trajectory of the litigation through the various layers of the judiciary before the final determination, Dodo noted: “Some persons went to the Federal High Court and attempted to truncate the merger, and the matter progressed through the Court of Appeal to the Supreme Court.”
- Concluding on the absolute finality of the apex court’s ruling regarding the commercial unity of the corporate entities, he remarked: “Today, that chapter has been conclusively closed,”
What’s Next
- The financial institutions will oversee the comprehensive transfer of all assets, liabilities, and undertakings to the expanding entity.
- Officials must ensure that the court-ordered asset and real property transfers are completed within 10 days of the sanction of the scheme.
- Management will execute the approved share conversion arrangement of N3.18 per share or 18 Providus Bank shares of 50 kobo each for every 17 Unity Bank shares held.
Bottom Line
The Supreme Court has conclusively cleared all legal obstacles to the banking consolidation between Providus Bank and Unity Bank by dismissing a shareholder appeal, directly sanctioning the merger under Section 22 of the Supreme Court Act, and ordering the transition into the newly formed Providus-Unity Bank Limited.
