The recent acquisition of Mono by Flutterwave with only stocks and without any cash is historic and monumental because it is the first of its kind in Nigeria’s Mergers and Acquisitions landscape. Etched against this background, this article examines the steps to structuring all stock deals in Nigeria, which are preliminary negotiations and confidentiality agreements, conducting due diligence, determination of valuation methodologies and exchange ratio,
approval by shareholders, approval by regulatory bodies, and post-merger integration. While all-stock deals bear similarities with all-cash deals or deals which are a mixture of stocks and cash, their particular nuances must be paid attention to, especially within Nigeria’s complex legal and regulatory frameworks. For instance, while the Investments and Securities Act of 2025 only provides for all-stock acquisition by public companies, the Companies and Allied Matters Act of 2020 makes this provision for all companies without drawing any line of distinction. The article employs the doctrinal method of research, and relevant laws, regulatory guidelines and global best practices in M&A deals in Nigeria are all well-analysed and examined. All-stock deals directly affect the stakes of shareholders within a company and may, given the precedent laid down by Flutterwave, become more popular within Nigeria. This article, therefore, seeks to make up for the knowledge gap in this area through the analysis
conducted.

Keywords: All-stock deals, merger and acquisition, Investment and Securities Act of 2025,
Company and Allied Matters Act of 2020, Federal Competitions and Consumers’ Protection
Act of 2019.