Titan Trust Bank Swiftly Denies Union Bank Acquisition Accusations in Face of CBN Special Investigation Report

Titan Trust Bank Limited (TTB) has taken a proactive stance in response to the circulating report of a special investigation into the Central Bank of Nigeria (CBN), which includes allegations of TTB’s supposed illegal acquisition of Union Bank of Nigeria Plc (Union Bank). This move comes in the form of a comprehensive press release that aims to shed light on the acquisition process and clarify the circumstances surrounding the reported irregularities.

In a detailed account, Titan Trust Bank refuted the allegations, providing key insights into the acquisition and addressing the various aspects of the reported investigation. Nairametrics has distilled the essential points of the press release, presented below for a succinct understanding of the situation.

Key Points from Titan Trust Bank’s Press Release

#### 1. Share Sale and Purchase Agreement
Titan Trust Bank Limited (TTB) entered into a Share Sale and Purchase Agreement (SPA) on December 18, 2021. The agreement involved the acquisition of a substantial 93.41% stake in Union Bank from Atlas Mara Limited and other shareholders.

#### 2. Extensive Due Diligence Process
Prior to the acquisition, TTB conducted an extensive due diligence process, enlisting the services of reputable firms such as PricewaterhouseCoopers, Drey Law Practice, Norton Rose Fulbright, and Citibank London. This rigorous examination aimed to ensure transparency and compliance with legal and financial standards.

#### 3. Transparent Acquisition Procedure
TTB emphasized that the acquisition was carried out in a professional, open, and transparent manner. The involvement of notable advisory firms and adherence to due diligence protocols underscored the commitment to a fair and legal acquisition process.

#### 4. Funding and Financial Details
The acquisition was funded through a combination of $300 million in debt from Afreximbank and an equity injection of approximately $190 million by TTB’s major shareholders, Magna International DMCC and Luxis International DMCC.

#### 5. Regulatory Compliance
TTB obtained all necessary regulatory approvals from key authorities, including the Central Bank of Nigeria, the Securities and Exchange Commission, the Nigerian Exchange Limited, and the Federal Inland Revenue Service.

#### 6. Board Restructuring Post-Acquisition
Following the acquisition on June 1, 2022, there was a significant change in control at Union Bank. This involved the dissolution of the former Board and the establishment of a new Board, signaling the integration of TTB’s leadership.

#### 7. Certificates of Capital Importation
To substantiate the legal inflow of funds into Nigeria for the transaction, TTB provided Certificates of Capital Importation, reinforcing the legitimacy of the financial transactions involved.

### Titan Trust Bank’s Official Response

“The attention of the Board and Management of Titan Trust Bank Limited has been drawn to the widely circulating report of the special investigation into the activities of the Central Bank of Nigeria wherein, among other things, an allegation of illegal acquisition of Union Bank of Nigeria Plc (Union Bank) by Titan Trust Bank Limited (or TTB, the Bank) has featured prominently.

“We are aware that our customers, shareholders, employees, and other stakeholders of the two banks will naturally be troubled by this allegation. Consequently, the Board and Management of Titan Trust Bank Limited wish to clarify the following to set the records straight.”

### What Next?

With Titan Trust Bank’s comprehensive response to the allegations, the situation remains dynamic and uncertain. It is crucial to note that the leaked report may not represent the final version, potentially leading to further developments and clarifications.

In the event of legal proceedings, the government will bear the responsibility of proving beyond a reasonable doubt that fraudulent activities occurred. This will necessitate a meticulous examination of the acquisition process, placing a substantial burden of evidence on the prosecution.

The legal and regulatory implications of the situation are complex, possibly triggering additional investigations by regulatory bodies such as the CBN and SEC. Moreover, there may be potential legal challenges in the courts as the matter unfolds.

Meanwhile, the controversy surrounding the allegations could significantly impact Union Bank. With over N1.6 trillion in customer deposits, Union Bank may face reputational challenges affecting customer confidence and market perception. The ongoing public and media attention further intensifies the need for a swift and transparent resolution to maintain the integrity of the banking sector.