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Vest Acquico Petitions SEC After Aborted Takeover Deal, Citing Investor Confidence Risks and Regulatory Concerns
Vest Acquico Ltd, a Nigerian special purpose investment vehicle (SPV), has officially petitioned the Securities and Exchange Commission of Nigeria (SEC) following the collapse of its planned acquisition of a controlling interest in Cornerstone Insurance Plc. The deal, valued at NGN 60.5 billion (approximately USD 42 million), was intended to transfer a 79% equity stake from entities affiliated with Africa Capital Alliance (ACA), a major private equity firm with a significant investment footprint across West Africa.
Established in 2025 specifically for this acquisition, Vest Acquico claims it met all regulatory and financial requirements for the transaction. This included the submission of a bank guarantee worth NGN 60.5 billion through Wema Bank Plc, which was officially issued on August 29, 2025. The guarantee was intended to assure the sellers of the bidder’s financial capability and commitment.
However, in a surprising turn of events, the sellers—believed to be entities linked to ACA—refused to execute the final share purchase agreement. According to media reports and leaked correspondence, the bank guarantee was returned to Vest Acquico on September 3, 2025, effectively terminating the deal without formal closure.
Vest Acquico has expressed strong dissatisfaction with the outcome, arguing that the reversal undermines both market confidence and the credibility of Nigeria’s financial and investment environment. The SPV has called upon the SEC to investigate and intervene in the matter to protect the integrity of capital markets and prevent further erosion of investor trust.
In addition to filing its petition with the SEC, Vest Acquico has also alerted the National Insurance Commission of Nigeria (NAICOM) and regulatory authorities in Mauritius, where some ACA-related investment vehicles are domiciled. According to reporting from Pan-African business platform Tekedia, the share purchase agreement had already been settled “in form” before the abrupt withdrawal by the sellers, raising questions about the rationale behind the deal’s collapse.
The dispute emerges amid the backdrop of Nigeria’s newly enacted Insurance Reform Act, a legislative overhaul aimed at strengthening corporate governance, regulatory oversight, and transparency in the insurance sector. Industry analysts suggest that this high-profile disagreement illustrates the continued execution risks that plague large-scale financial deals in emerging markets such as Nigeria.
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While the regulatory review is still ongoing, the incident serves as a cautionary tale for investors navigating Africa’s complex investment terrain. It reveals a persistent tension between global institutional investors who demand transactional certainty and local market dynamics that often inject unpredictability into mergers and acquisitions. As Nigeria seeks to position itself as a hub for regional capital, how regulators respond to this case may set a precedent for future cross-border investment disputes.
