Supreme Court upholds Providus, Unity banks' merger

The Supreme Court on Monday dismissed a suit challenging the merger between Providus Bank Limited and Unity Bank Plc, bringing an end to legal disputes over the consolidation of the two financial institutions.

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A five-member panel of the court, in a unanimous judgement, dismissed the appeal seeking to upturn the judgement of the Court of Appeal.

In the judgement delivered by judge Tijani Abubakar in appeal, the court held that the appeal lacked merit and ordered the appellants to pay N10 million in costs to each respondent.

Beyond dismissing the appeal, the Supreme Court invoked Section 22 of the Supreme Court Act to directly sanction the merger, effectively clearing the way for the transaction to proceed without further legal obstruction.

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The court ordered that all assets, liabilities and undertakings of Unity Bank, including its real property, be transferred to Providus Bank under the approved scheme of merger. It directed that the process be completed within 10 days.

It also approved the share consideration for Unity Bank shareholders, set at N3.18 per share or 18 Providus Bank shares of 50 kobo each for every 17 Unity Bank shares held.

As part of the arrangement, the court ordered the dissolution of Unity Bank’s board without winding up the company and approved the adoption of the name ProvidusUnity Bank Limited for the enlarged institution.

The appellants, Suleiman Abubakar and Mohammed Modu, both customers and shareholders of the banks, had gone through the Federal High Court and the Court of Appeal before taking the matter to the Supreme Court in a bid to stop the merger.

Delivering the judgement, the Supreme Court panel held that the appeal was without merit and dismissed it.

Background

The merger process began in August 2024, when the Central Bank of Nigeria (CBN) approved the proposed combination of Unity Bank and Providus Bank. The CBN said at the time that the intervention, backed by financial support arrangements, was aimed at strengthening the financial system and reducing systemic risk.

The CBN explained that the merger was tied to financial assistance meant to help Unity Bank meet its obligations and ensure the stability of the post-merger institution. It said the arrangement was in line with Section 42(2) of the CBN Act, 2007, and formed part of broader efforts to safeguard confidence in the banking sector during ongoing recapitalisation reforms.

In August 2025, the regulator granted final consent for the transaction as banking reforms intensified, including new minimum capital requirements for commercial banks. The policy has pushed lenders to consider mergers and acquisitions ahead of the 2026 compliance deadline.

The deal was later approved by shareholders at an extraordinary general meeting (EGM) held in September 2025, following an order of the Federal High Court of Lagos issued in July 2025. At the meeting, shareholders of both banks approved the transfer of assets, liabilities and undertakings, including real estate and intellectual property, under agreed terms.

The resolution also provided that Providus Bank’s certificate of incorporation would serve as that of the enlarged entity after the merger is completed.

Regulators and stakeholders have since described the transaction as part of wider efforts to strengthen Nigeria’s banking industry and improve the resilience of financial institutions.

Reactions

Reacting to the ruling, a lawyer for Unity Bank, Damien Dodo, who is a Senior Advocate of Nigeria (SAN), alongside Reuben Atabo, also a SAN, stated the judgement had finally settled all disputes over the merger.

“What the Supreme Court has done by this judgement is to bring closure to the merger between Providus Bank and Unity Bank,” Mr Dodo said.

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He noted that the court’s use of Section 22 of the Supreme Court Act was significant because it allowed the Supreme Court to make final orders on the transaction.

According to him, the ruling reflects the broader importance of the merger to the financial system, especially in protecting depositors and strengthening banks.

“The Supreme Court realised that this merger is crucial to the national economy. It affects people’s lives, protects depositors’ funds and supports the policy of building stronger banks capable of sustaining commercial activities without disruption,” he said.

He added that the judgement reinforces the CBN’s recapitalisation and consolidation drive in the banking sector.

“The Supreme Court has now brought its full authority to bear on the matter and has finally brought it to a conclusion,” he said.

The respondents in the appeal include Providus Bank Limited, Unity Bank Plc, PAC Capital Limited, Vetiva Advisory Services Limited, Lighthouse Capital Limited, Planet Capital Limited, the Corporate Affairs Commission, the Federal Competition and Consumer Protection Commission (FCCPC), the Securities and Exchange Commission (SEC) and the CBN.