A Battle for Control: The N60.5 Billion Deal That Rocked Nigeria's Insurance Sector
A high-stakes drama is unfolding in Nigeria’s financial world, centered on a collapsed N60.5 billion deal for a majority stake in Cornerstone Insurance Plc. The dispute, which has now reached the country's top financial regulator, the Securities and Exchange Commission (SEC), pits an investment firm against some of Nigeria’s most established financial players. This case is more than just a business disagreement; it's a litmus test for shareholder integrity and regulatory oversight in a rapidly changing industry.
The Heart of the Conflict
At the center of the dispute is Vest Acquico Limited, a Nigerian investment company, and the majority shareholders of Cornerstone Insurance. Vest Acquico alleges that the shareholders—who control a combined 79% of the insurer—reneged on a signed agreement to sell their stake, even after Vest Acquico secured a crucial N60.5 billion bank guarantee from Wema Bank Plc.
This withdrawal, according to Vest Acquico’s formal petition to the SEC, was abrupt and has exposed the firm to significant financial risk. The petition, also sent to the National Insurance Commission (NAICOM), accuses the sellers of acting in bad faith, raising serious questions about contractual commitment in high-value Nigerian transactions.
Who Are the Key Players?
Vest Acquico Limited
This Nigerian investment firm is led by a team that includes Babatunde Edun, Akinfemi Akinware, and Jude Abalaka. Akinware, a former board member of VFD Group Plc, is a prominent figure in the fintech and infrastructure investment space. The firm’s compliance with the deal's financial terms, including delivering the bank guarantee, shows its readiness to complete the acquisition.
Cornerstone’s Majority Shareholders
The sellers are entrenched investors with close ties to African Capital Alliance (ACA), a major player in private equity. These include Pioneer Management & Business Ventures LLP and Mauritius-registered funds, Capital Alliance Private Equity II and III. These entities hold their shares through offshore vehicles, giving them a strong, longstanding influence over Cornerstone’s direction.
The Details of the Deal
The agreement was simple: Vest Acquico would acquire the majority stake for N60.5 billion. A key condition was that Vest Acquico had to demonstrate its financial capacity by providing a bank guarantee.
On August 12, 2025, the sellers confirmed the Share Purchase Agreement (SPA) was "agreed in form," pending the formalization of the guarantee. Vest Acquico delivered a revised guarantee on August 29. Yet, just days later, on September 3, the deal was abruptly called off. Okey Enelamah, a former government minister and co-founder of ACA, returned the guarantee, declaring the sellers would no longer proceed. This unilateral withdrawal is the core of Vest Acquico’s legal argument.
Broader Implications for Nigeria’s Insurance Sector
This dispute is unfolding against a backdrop of sweeping reforms. The new Insurance Industry Reform Act, 2025 has significantly increased minimum capital requirements for insurers, forcing companies to either raise fresh capital or consolidate.
A successful acquisition of Cornerstone’s majority stake would give the new owners control over the company's response to these reforms. The value of Cornerstone’s stock, which has appreciated over 100% in 2025, underscores the high stakes involved. The 79% stake is now worth over N100 billion, significantly more than the original deal price.
The SEC's Potential Decisions
- Enforce the Deal: The SEC could compel the sellers to complete the transaction, giving Vest Acquico a major victory and a pivotal position in the insurance sector.
- Uphold the Sellers’ Withdrawal: The SEC could find that the sellers were not legally bound, allowing them to retain control. While this would preserve the status quo, it could damage their reputation.
- Encourage Renegotiation: The parties might be forced to find a middle ground, potentially renegotiating the deal at a higher price that reflects current market valuations.
This is a defining moment for Nigeria’s financial landscape. The outcome of the Vest Acquico vs. Cornerstone battle will not only determine who controls a key insurer but will also influence future investor confidence and the interpretation of contractual law in the country.
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