The Supreme Court on Monday brought a definitive end to the legal challenge against the merger of Providus Bank Limited and Unity Bank Plc, dismissing an appeal seeking to halt the transaction and awarding costs of N10 million against the appellants in favour of each respondent.
Judgment Details
The judgment was delivered by a five-member panel of the apex court led by Justice Tijani Abubakar in Appeal No. SC/CV/132/2026, arising from Appeal No. CA/LAG/CV/137/2025 and Suit No. FHC/L/MISC/734/2025. The Apex Court in its judgement not only dismissed the appeal as unmeritorious but also invoked its powers under Section 22 of the Supreme Court Act to directly sanction the merger between Providus Bank Limited and Unity Bank Plc, effectively bringing closure to all litigation surrounding the transaction.
The court ordered the transfer of all assets, liabilities and undertakings, including real properties, of Unity Bank Plc to Providus Bank Limited in accordance with the approved Scheme of Merger. It further directed that the transfer be completed within 10 days of the sanction of the scheme.
Share Consideration and Board Dissolution
As part of the merger arrangements, the apex court approved a consideration of N3.18 per share or 18 Providus Bank shares of 50 kobo each for every 17 Unity Bank shares held by shareholders. The court also ordered the dissolution of the board of Unity Bank Plc without winding up the institution and approved the adoption of the new name, ProvidusUnity Bank Limited, for the enlarged entity.
Delivering the court’s decision, the panel held that the appeal lacked merit and accordingly dismissed it in its entirety, while imposing costs of N10 million in favour of each respondent.
Background of the Case
The appellants, Suleiman Abubakar and Mohammed Goni Modu, who are customers and shareholders of the affected banks, had sought through a series of court actions to stop the merger. Their challenge commenced at the Federal High Court, proceeded to the Court of Appeal and eventually reached the Supreme Court.
Reactions from Legal Counsel
Reacting to the judgment, senior counsel to Unity Bank Plc, Chief D.D. Dodo, SAN, alongside R.O. Atabo, SAN, described the ruling as a historic decision that has finally settled all disputes relating to the merger. According to Dodo, the Supreme Court’s intervention has removed every legal obstacle standing in the way of the consolidation.
“What the Supreme Court has done by this judgment is to bring closure to the merger between Providus Bank and Unity Bank. 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. Today, that chapter has been conclusively closed,” he said.
The senior advocate noted that the judgment is particularly significant because of the apex court’s decision to invoke Section 22 of the Supreme Court Act, a power rarely exercised in such circumstances. He argued that the judgement may represent the first instance in Nigeria’s judicial history in which the Supreme Court has directly sanctioned a merger involving banking institutions, rather than remitting the matter to a lower court for further proceedings.
Economic and Public Interest Implications
Dodo further stated that the court recognised the wider economic and public-interest implications of the transaction, particularly its role in strengthening financial stability, protecting depositors’ funds and ensuring uninterrupted banking services. “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 added.
He said that the judgment reinforces confidence in ongoing regulatory efforts aimed at strengthening the banking sector through enhanced capitalisation and consolidation.
Recapitalisation Programme Context
The merger forms part of the banking sector recapitalisation programme introduced by the Central Bank of Nigeria (CBN), which encourages financial institutions unable to independently meet new capital thresholds to explore mergers, acquisitions and other strategic combinations. Dodo described the recapitalisation initiative as a forward-looking policy designed to create stronger, more resilient banks capable of safeguarding customer deposits and supporting economic growth.
He also commended the CBN under Governor Olayemi Cardoso for driving the reform programme, noting that the policy has attracted positive attention from international financial institutions. “The Supreme Court has now brought its full authority to bear on the matter and has finally brought it to a conclusion,” he said.
Parties Involved
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, the Securities and Exchange Commission and the Central Bank of Nigeria.
