DECISION No. EC/D.29/05/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF UNIWAX S.A. BY COMPAGNIE IVOIRIENNE DE COTON (COIC)

Published On - May 24, 2026

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 THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of 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 Compagnie Ivoirienne de Coton (COIC) relating to the acquisition of UNIWAX S.A., registered under file number ERCA/MA/3377/2026;

HAVING HEARD the Secretary of the Council during its session of 22 May 2026 on the facts, procedures, and findings of the transaction evaluation;

 

CONSIDERING AS FOLLOWS

  1. FACTS AND PROCEDURE

I.1. The notification

  1. By notification dated 26 February 2026 addressed to the ECOWAS Regional Competition Authority (ERCA), Compagnie Ivoirienne de Coton (COIC) submitted a proposed acquisition concerning 72.3% of the share capital and voting rights of UNIWAX S.A.
  2. In accordance with Regulation C/REG.23/12/21, Enabling Rule PC/REX.1/01/24 and the ERCA Merger Guidelines, the filing was examined for completeness and registered under File No. ERCA/MA/3377/2026.
  3. The assessment was conducted by the Executive Directorate in accordance with the Community rules governing merger and acquisition control.

I.2. The transaction

  1. The transaction consists of the acquisition by COIC of sole control over UNIWAX S.A.
  2. Following completion of the transaction, COIC will hold 72.3% of the share capital and voting rights of UNIWAX, while 27.7% of the share capital will remain publicly held through the Regional Stock Exchange of the UEMOA (BRVM).
  3. The transaction forms part of a vertical integration strategy within the cotton-textile value chain, with COIC being active in cotton ginning and fibre marketing, while UNIWAX operates in the processing and marketing of African printed textiles.

I.3. The parties

  1. Acquirer
  2. COIC is a public limited company incorporated under the laws of Côte d’Ivoire and is active in cotton ginning, cotton fibre marketing and the supply of agricultural inputs.
  3. COIC is wholly owned by an Ivorian economic operator and constitutes a major player in the cotton sector in Côte d’Ivoire.
  4. In 2024, COIC generated a turnover of approximately CFAF 73.7 billion and possesses significant financial capacity enabling it to support major industrial investments.
  5. Target
  6. UNIWAX S.A. is a public limited company incorporated under the laws of Côte d’Ivoire specialising in the production and marketing of African textiles, notably wax fabrics.
  7. UNIWAX primarily conducts its activities in Côte d’Ivoire and also exports to several ECOWAS Member States, including Benin, Ghana, Guinea, Nigeria, Senegal and Togo.
  8. The company generates a regional turnover of approximately CFAF 23.93 billion and operates in a highly competitive market dominated by Asian imports.
  9. JURISDICTION OF ERCA

II.1. Material scope

  1. The transaction constitutes a concentration within the meaning of the Community competition rules, as it results in the acquisition of sole control of UNIWAX S.A. by COIC.

II.2. Territorial scope

  1. The activities of the parties affect several ECOWAS Member States, notably Côte d’Ivoire, Ghana, Benin, Nigeria, Senegal, Togo and Guinea.
  2. The transaction is liable to affect trade between Member States as well as the structure of competition within the Common Market.

II.3. Turnover threshold

  1. The combined turnover of the parties exceeds the Community threshold of twenty (20) million Units of Account (UA).
  2. Consequently, the transaction falls within the jurisdiction of ERCA.

III. DEFINITION OF THE RELEVANT MARKET

III.1. Product market

  1. The relevant market concerned by the transaction falls within the cotton-textile value chain and comprises:
  2. cotton ginning and cotton fibre marketing;
  3. production and marketing of African printed textiles.
  4. The activities of the parties are complementary and positioned at different levels of the value chain.

III.2. Geographic market

  1. The cotton ginning market has an international dimension, with fibres being mainly exported to global markets.
  2. The market for printed textiles has a predominantly national and regional (ECOWAS) dimension.
  3. MARKET STRUCTURE AND DYNAMICS
  4. The regional textile market remains highly competitive and largely dominated by Asian imports, representing approximately 80% to 85% of consumed volumes.
  5. UNIWAX holds an estimated share of between 10% and 12% of the Ivorian textile market, while COIC operates exclusively upstream in cotton ginning.
  6. The cotton ginning market in Côte d’Ivoire is structured and regulated under the supervision of the Cotton and Cashew Council (CCA).
  7. The market remains open to significant international competition, with the presence of numerous regional and international producers and distributors.
  8. SUMMARY AND CONCLUSION OF THE COMPETITIVE ASSESSMENT

V.1. Competitive effects

  1. Potential horizontal risks
  2. The transaction does not generate any horizontal overlap between the activities of the parties.
  3. COIC is not active in textile production, while UNIWAX is not active in cotton ginning.
  4. The transaction therefore does not result in any reduction in the number of players within the same segment of the relevant market.
  5. Potential vertical risks
  6. Although the parties operate within the same cotton-textile value chain, no direct buyer-supplier relationship exists between them.
  7. Risks of foreclosure or market locking appear non-existent or very limited.
  8. Conglomerate effects
  9. The transaction is likely to generate efficiency gains linked to industrial integration, the modernisation of production capacities and the enhancement of the competitiveness of the local textile industry.
  10. No significant anti-competitive conglomerate effects have been identified.

V.2. Third-party views

  1. Competitors
  2. Competitors consulted generally consider that the transaction will strengthen UNIWAX’s industrial and financial capacity without undermining the competitive nature of the market.
  3. Concerns raised remain limited due to the strong competitive pressure exerted by Asian imports.
  4. Consumers
  5. Consumers consulted largely perceive the transaction as likely to improve the quality, availability and diversity of local textile products.
  6. Feedback received also indicates that the transaction could promote industrial modernisation, local value addition and the development of the regional cotton-textile value chain.
  7. REVIEW AND CONCLUSION OF THE COUNCIL
  8. Having examined the report of the Executive Directorate and the evidence on file, the Council concludes that the transaction neither creates nor strengthens a dominant position and is not likely to significantly lessen competition within the ECOWAS Common Market.
  9. The Council further notes that the transaction is likely to generate economic efficiencies, notably:
  10. the modernisation of UNIWAX’s industrial facilities;
  11. the strengthening of local cotton processing;
  • the enhancement of regional competitiveness;
  1. the consolidation of the cotton-textile value chain;
  2. the creation of added value and employment within ECOWAS.
  3. The Council therefore concludes that the transaction is compatible with the Community Competition Rules.

DECIDES

Article 1: Authorization

The acquisition of UNIWAX S.A. by Compagnie Ivoirienne de Coton (COIC) is approved unconditionally.

Article 2: Post-transaction monitoring

As part of its general market monitoring mandate, the Executive Directorate of ERCA shall monitor post-transaction activities in particular in order to:

  1. monitor developments in the competitive structure of the textile market within ECOWAS;
  2. monitor any potential effects arising from the vertical integration between the parties;
  • assess developments in the competitiveness of local producers vis-à-vis international imports.

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 Banjul, this day of 22nd May 2026

FOR THE ERCA COUNCIL

Dr Juliette TWUMASI-ANOKYE

CHAIRPERSON