In another demonstration of its expertise in executing complex financial transactions, Stanbic IBTC Capital, a leading investment banking and capital markets advisory firm in Nigeria, has announced the successful completion of the Mandatory Takeover Offer (MTO) by Tolaram, acting through N Seven Nigeria Limited, for the minority shareholders of Guinness Nigeria PLC.
This landmark transaction follows Tolaram’s acquisition of a 58.02% majority stake in Guinness Nigeria in 2024, and represents a critical regulatory step toward full compliance under Nigeria’s takeover laws.
A Strategic Milestone for Tolaram and Guinness Nigeria
The MTO, finalized on 20 May 2025, saw minority shareholders tender a total of 283,099,431 shares, with a transaction value of approximately ₦22.94 billion.
As a result, Tolaram’s total shareholding in Guinness Nigeria increased from 58.02% to 70.85%, marking a major step in consolidating its position in Nigeria’s beverage and consumer goods space.
Stanbic IBTC Capital served as the Sole Financial Adviser to Tolaram, providing end-to-end advisory services across the MTO process, having previously advised on the initial acquisition of the controlling stake from Diageo plc.
“We thank Tolaram for their continued trust in our team,” said Oladele Sotubo, chief executive of Stanbic IBTC Capital. “Advising on both the acquisition and the subsequent MTO showcases our ability to deliver strategic, regulatory-compliant solutions for complex cross-border transactions.”
Strategic Execution with Shareholder Equity in Focus
The process ensured that minority shareholders were given a fair opportunity to exit at the same valuation Tolaram used in acquiring its initial stake, a move commended by capital market observers for its transparency and shareholder fairness.
“We are grateful for the on-ground expertise and unwavering support Stanbic IBTC Capital provided during this process,” said Dinesh Rathi, group finance director at Tolaram. “Their role was pivotal in navigating Nigeria’s regulatory environment and delivering a smooth, compliant MTO. Despite the increased ownership, Guinness Nigeria retains a sufficient free float, and Tolaram remains committed to maintaining its listing on the Nigerian Exchange (NGX).”
Strengthening Nigeria’s M&A Landscape
As Nigeria’s corporate finance and mergers & acquisitions (M&A) landscape continues to mature, deals like this underscore Stanbic IBTC Capital’s leadership in delivering best-in-class advisory services across capital markets, strategic acquisitions, and shareholder engagement.
The successful execution of the MTO reaffirms Stanbic IBTC Capital’s reputation as a trusted advisor in Nigeria’s investment banking ecosystem and highlights its commitment to enabling value-driven outcomes for clients and stakeholders.
