DECISION No. EC/D.27/04/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF SOLE CONTROL OF OLAM AGRI HOLDING LIMITED BY SAUDI AGRICULTURAL AND LIVESTOCK COMPANY LTD (SALIC)

Published On - April 16, 2026

Registry ERCA Compendium of Decisions

DECISION No. EC/D.27/04/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF SOLE CONTROL OF OLAM AGRI HOLDING LIMITED BY SAUDI AGRICULTURAL AND LIVESTOCK COMPANY LTD (SALIC)

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of the ECOWAS Revised Treaty of 24th July 1993;

MINDFUL of Supplementary Act A/SA.1/12/08 adopting Community Competition Rules and the modalities of their application within ECOWAS;

MINDFUL of Supplementary Act A/SA.2/12/08 on the establishment, functions and operation of the ECOWAS Regional Competition Authority;

MINDFUL of Supplementary Act A/SA.3/12/21 amending Supplementary Act A/SA.2/12/08 on the establishment, powers and functioning of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS;

MINDFUL of Regulation C/REG.24/12/21 on the ERCA’s rules of procedure in competition matters;

MINDFUL of Enabling Rule PC/REX.1/01/24 on the Procedural Manuals of the ECOWAS Regional Competition Authority relating to its Council, in its Article 12 (3.d);

MINDFUL of the notification submitted by Saudi Agricultural and Livestock Investment Company (“SALIC”) and Olam Agri Holdings Limited (“Olam Agri”) dated 12 December 2025, registered under file number ERCA/MA/2773/2025;

HAVING HEARD the Secretary to the Council, during its session of 09 April 2026, on the facts, the procedures and the conclusions of the assessment of the proposed acquisition;

 

CONSIDERING AS FOLLOWS

  1. FACTS AND PROCEDURE

I.1. The notification

  1. On 12 December 2025, the ECOWAS Regional Competition Authority (ERCA) received a merger notification from Saudi Agricultural and Livestock Investment Company (“SALIC”) concerning its proposed acquisition of sole control of Olam Agri Holdings Limited (“Olam Agri”).
  2. In accordance with the procedural requirements set out in Regulation C/REG.23/12/21 and Enable Rule PC/REX.1/01/24, the notification was formally registered under file number ERCA/MA/2773/2025, and subsequently published on the ERCA website, in the Official Journal of ECOWAS (Volume 13, February 2026) and in the Member States concerned.
  3. The Executive Directorate carried out an in-depth assessment on the basis of the documents submitted by the parties, market data, responses to questionnaires sent to competitors and customers, as well as consultations with national competition authorities.

I.2. The transaction

  1. The transaction consists of the acquisition of shares (44.58% and up to 64.57%) of Olam Agri by SALIC, in addition to its existing shares (35.43%), giving it sole control over Olam Agri.

I.3. The parties

  1. The Acquirer:
  2. SALIC is a joint stock company incorporated in the Kingdom of Saudi Arabia, owned and controlled by the Public Investment Fund (PIF), active in agricultural investment and the trade of food products at the international level.
  3. The Acquirer does not carry out direct activities in the ECOWAS common market, apart from its existing shareholding in the Target.
  4. The Target:
  5. Olam Agri is a global agro-industrial company specialising in the trading, processing and distribution of agricultural products, operating across the entire value chain.
  6. In the ECOWAS region, the Target is notably active in the wholesale trade of rice, cotton and animal feed, as well as in processing (milling, refining, rubber) and logistics services.
  7. JURISDICTION OF ERCA

II.1. Material jurisdiction

  1. The transaction constitutes an acquisition of sole control and, as such, a merger within the meaning of Regulation C/REG.23/12/21.

II.2. Territorial scope

  1. The Target’s activities extend to at least two ECOWAS Member States, giving the transaction a regional dimension.

II.3. Turnover threshold

  1. The combined turnover of the parties exceeds the thresholds set out in Article 5 of the Manual on Thresholds for Mergers and Acquisitions, as prescribed by Enabling Rule PC/REX.1/01/24.
  2. ERCA therefore has jurisdiction to examine and rule on the proposed transaction.

III. DEFINITION OF THE RELEVANT MARKET

III.1. Product market

  1. The relevant market is in the agro-industrial sector and is characterised by vertical integration covering the entire value chain of agricultural products. It includes, in particular, the following segments:
  2. Trading of agricultural products (upstream and intermediate)
  3. Sourcing, purchase and marketing of agricultural raw materials, including cereals (wheat, maize, rice), oilseeds (soybean, palm oil, sunflower) as well as agricultural fibres (cotton, rubber).
  4. International and regional trading activities, including the management of trade flows, optimisation of supply chains and associated freight services.
  5. Agro-processing and value-added activities (downstream)
  6. Primary and secondary processing of agricultural products, including wheat milling (flour production), rice husking and refining, as well as refining of edible oils.
  7. Production of animal feed and agricultural proteins, including compound feed for livestock and aquaculture.
  • Industrial processing of agricultural raw materials such as rubber, as well as the production of derived products for industrial or food use.
  1. Related services and infrastructure of the value chain
  2. Integrated logistics services, including storage, warehousing, transport and distribution of agricultural products.
  3. Risk management services related to commodities (in particular hedging and price volatility management).
  • Support services for marketing and market access, particularly for producers and intermediate actors.
  1. The various segments of the product market show a high degree of complementarity and functional interdependence, reflecting an integrated organisation of the agro-industrial value chain. However, for the purposes of the competitive analysis, they may be distinguished into separate markets depending on the nature of the products, their uses, customers and conditions of competition.

III.2. Geographic market

  1. The relevant geographic market is mainly regional (ECOWAS), due to:
  2. the Target’s extensive operational presence in several Member States, notably Nigeria, Ghana, Senegal, Côte d’Ivoire, Togo and Benin;
  3. the existence of significant intra-regional trade flows of agricultural and processed products;
  4. the relative integration of regional markets in terms of supply, processing and distribution.
  5. However, for certain segments, notably processing and distribution activities, the analysis focuses on national level, taking into account:
  6. regulatory and logistical specificities of each Member State;
  7. local competitive conditions, including supply and demand structure;
  8. the location of industrial infrastructure and production capacities.
  9. MARKET STRUCTURE AND DYNAMICS
  10. Agro-food markets in the ECOWAS region are characterised by a generally fragmented structure, with the presence of a large number of international, regional and local players operating at different levels of the value chain.
  11. This market structure is marked by:
  12. effective competition in the trading and distribution segments, due to the multiplicity of operators;
  13. barriers to entry vary by segment, higher in industrial processing and logistics infrastructure due to capital and technical requirements;
  14. strong dependence on international market conditions for basic agricultural products.
  15. The agro-industrial value chain is segmented as follows:
  16. the upstream segment (production and supply) includes agricultural activities, the sourcing of raw materials from producers, and the initial stages of collection. This segment is generally characterised by a dispersed producer base and competition is based on access to resources.
  17. the midstream segment (logistics and storage) comprises transport, storage, handling, and commercial flow management infrastructure. This segment plays a crucial role in the efficiency of supply chains and may feature entry barriers related to the required investments.
  18. the downstream segment (processing and distribution) includes industrial processing, packaging, and the distribution of finished or semi-finished products. This segment is more structured and is marked by the presence of vertically integrated operators.
  19. As the agricultural products concerned are widely traded globally, the ECOWAS market remains subject to strong international competition, characterised by:
  20. the presence of major global commodity traders;
  21. the substitutability of supply sources at the international level;
  22. the price sensitivity to global market fluctuations.
  23. Consequently, despite the presence of vertically integrated operators, the relevant market remains opened and competitive, with sufficient possibilities for entry and substitution to limit the risk of market foreclosure.
  24. CONCLUSION OF THE COMPETITIVE ANALYSIS

V.1. Effects on competition

  1. Horizontal effects
  2. The transaction does not give rise to any overlap between the activities of the parties in the ECOWAS common market.
  3. Vertical effects
  4. Potential vertical effects have been identified in connection with the integration of SALIC’s agricultural investments with the Target’s processing and distribution activities; however, these do not give rise to any real and significant risk of foreclosure. On the one hand, the segments of the relevant market are characterised by the presence of a large number of operators, both at the regional and international levels, providing alternative sources of supply and distribution. On the other hand, the agricultural products concerned are traded globally, which increases market contestability and limits the ability of any single, even integrated, operator to restrict access on a lasting basis.
  5. Conglomerate effects
  6. Conglomerate effects remain limited. Although the transaction results in the consolidation of a portfolio of activities spanning several segments of the agri-food chain, the segments of the relevant market remain sufficiently opened and competitive.
  7. Potential efficiency gains
  8. The transaction is likely to generate efficiency gains, which have been taken into account in the overall assessment of its effects. These gains arise, in particular, from the increased mobilisation of financial resources for the development of the Target’s activities, improved coordination along the supply chain, and the strengthening of logistical and industrial capacities in the region.

V.2. Perception of third parties

  1. Consultations revealed mixed perceptions. Some parties expressed concerns about potential long-term increase in prices. However, the analysis did not confirm any  such concerns.
  2. REVIEW AND CONCLUSION OF THE COUNCIL
  3. In light of the analysis conducted by the Executive Directorate, the Council finds that the transaction essentially consists of a change of control, from joint control to sole control, without modification of the competitive structure of the segments of the market concerned. It is unlikely to result in the elimination of any competitor or a change in the existing market shares.
  4. The Council also notes that the segments of the market remain opened and competitive, characterised by the presence of many players and strong competition, including international competition, limiting any risk of market power.
  5. As regards the competitive risks, in particular vertical effects, these are considered insignificant and unlikely to produce foreclosure effects, due to the existence of alternatives for market participants.
  6. Furthermore, the Council takes into account the expected efficiency gains, particularly  the investment and improvement of supply chains, which it considers relatively significant in a regional context marked by structural challenges in terms of food security, development of productive capacities and strengthening the resilience of the agro-industrial market.
  7. Consequently, the Council concludes that the transaction does not lessen competition and is not incompatible with the ECOWAS common market.

 

DECIDES

Article 1 – Authorisation

The acquisition of sole control of Olam Agri Holdings Limited (Olam Agri) by Saudi Agricultural and Livestock Company Ltd (SALIC) is approved unconditionally.

Article 2 – Post-transaction monitoring

As part of its general market oversight mandate, the Executive Directorate of ERCA shall monitor the post-transaction activities to ensure that the parties’ business strategy remains consistent with the principles of free competition in the region.

Article 3 – Entry into force

This Decision shall enter into force on the date of its signature. It shall be notified to the Parties and published in the ECOWAS Official Journal.

 

Done at Abidjan, this day of 09 April 2026

 

FOR THE COUNCIL OF ERCA

 

 

Dr Juliette TWUMASI-ANOKYE

CHAIRPERSON