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The Council of the ECOWAS Regional Competition Authority,
MINDFUL of Supplementary Act A/SA.1/12/08 adopting of 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 letter from EDF International dated 21 January 2025 and
the supporting documents registered under number 958;
HAVING HEARD the Secretary of the Council during its session of 14 April 2025 on
the facts, the procedures and the findings of the project evaluation;
CONSIDERING THE FOLLOWING:
I. FACTS AND PROCEDURE
I.1 The notification
1. The Regional Competition Authority of ECOWAS was seized by EDF
International via a letter dated 21 January 2025. The letter and supporting
documents were registered under number 958.
2. In accordance with Article 2 (1.d) of Regulation C/REG.23/12/21 and subsequent
texts, the notification of the acquisition was published in the Official Journal of the
Community (Volume 1, February 2025), on the websites of the ERCA and the
ECOWAS Commission, and in the relevant Member States (5 March 2025).
I.2 The Acquisition Operation
3. The planned operation is currently based on a “Heads of Terms” signed on 26
December 2024, which outlines the restructuring of the shareholding of EDFI and
BEAM in Bboxx EDF Togo. A framework agreement will formalise the terms of
the transaction.
4. The operation involves two main parties:
– EDF International (EDFI), the Acquirer, a subsidiary of EDF SA;
– Bboxx EDF Togo SA, the Target, a subsidiary of Bboxx Capital France SAS,
active exclusively in Togo in the solar energy sector.
5. Prior to the transaction, Bboxx EDF Togo is jointly owned (50/50) by EDFI and
Bboxx Capital France SAS, the selling party.
6. The operation consists of the transfer of the 45% stake held by Bboxx Capital
France to EDFI, which will then hold 95% of the share capital of Bboxx EDF Togo,
with the remainder transferred to the Luxembourg-based company BEAM, a
strategic partner in the energy sector.
7. This acquisition will enable EDF to strengthen its presence in Togo, better
structure Bboxx EDF Togo’s operations around decentralised solar solutions, and
potentially expand into other ECOWAS Member States in this market segment,
particularly in home solar systems.
II. ANALYSIS OF THE OPERATION’S MARKET IMPACT
II.1 Overview
8. Available data shows that the solar solutions market, particularly photovoltaic kits,
is booming. It is driven by growing demand for clean energy and the authorities’
ambition to accelerate rural electrification. This growth has increased competition,
fuelled by public-private partnerships and the strong involvement of national and
regional regulators.
9. In Togo, Bboxx EDF Togo operates primarily in two market segments:
photovoltaic systems and mobile phone distribution.
10.Based on estimates, data on the photovoltaic systems segment show a market
split between two main players:
– Bboxx EDF Togo;
– Sun King.
11.It should be noted that the acquiring party, EDF International, does not operate in
this market.
II.2 Definition of the Relevant Market
a. Product Market Definition
12.The relevant market for this operation is the off-grid solar photovoltaic systems
market.
13.In the context of rural electrification, this involves solar kits sold to households
and small businesses, usually located in areas not connected to the national
electricity grid. Companies such as Bboxx EDF Togo, Sun King, Moon, and
Solergie NV offer clean energy solutions, often bundled with financing and
maintenance services.
b. Geographic Market Definition
14.The competitive analysis focuses on the Togolese market, particularly rural and
peri-urban areas where demand for off-grid renewable energy is concentrated.
15.However, the acquirer’s presence in other ECOWAS Member States and the
development strategy for Bboxx EDF Togo do not exclude the exploration of other
West African markets, particularly within the framework of ECOWAS regional
initiatives.
II.3 Conclusion
II.3.1 Legal Analysis
a. Applicable Legal Framework
16.The legal framework for the control of business mergers and acquisitions within
ECOWAS is based on two fundamental texts:
– Supplementary Act A/SA.1/12/08 of 19 December 2008, on Community
Competition Rules;
– Regulation C/REG.23/12/21 of 10 December 2021, on mergers and
acquisitions within ECOWAS.
17.Moreover, the evaluation follows the modalities set out in implementing
instruments, particularly the Implementing Regulation PC/REX.1/01/24 and the
Guidelines on mergers and acquisitions.
18.According to the above provisions, ERCA is competent to examine any merger
or acquisition that:
– is likely to have anti-competitive effects in one or more Member States;
– may affect trade or investment between ECOWAS Member States;
– involves companies operating in more than one country within the common
market.
19.These provisions aim to prevent any merger or acquisition from hindering,
restricting or distorting competition within the common market, or harming intracommunity trade and consumer welfare.
b. Admissibility of the Notification
20.The parties’ notification of the acquisition was reviewed in accordance with
established legal criteria. The following conditions were met:
– The companies involved (EDFI and Bboxx Togo) operate in at least two
ECOWAS Member States;
– Their combined turnover within the common market exceeds 20 million Units
of Account (UC).
21.These conditions being met, the ERCA is justified in reviewing the transaction.
II.3.2 Market Competition Status
22.The operation does not appear to raise significant competition concerns given the
current structure of the relevant markets.
23.In the absence of geographical and sectoral overlap—i.e., EDF International not
having similar activities in Togo or other countries in the region—the potential
negative impact of the transaction on competition and consumer interest appears
limited, at least in the short term.
24.Strategically, the transaction could strengthen EDFI’s position in the West African
off-grid energy sector. The acquisition of Bboxx EDF Togo by EDFI may offer
opportunities in terms of financing, technology and the expansion of rural
electrification networks.
25.THEREFORE, the Council endorses the evaluation by the ERCA Executive
Directorate, which demonstrates that the transaction is not likely to hinder
competition or adversely affect consumer welfare in the relevant product or
geographic markets, and
DECIDES
Article 1 – Approval
The acquisition of Bboxx EDF Togo by EDF INTERNATIONAL is approved
unconditionally.
Article 2 – Integration into Regional Market Dynamics
EDF INTERNATIONAL is encouraged to align with market dynamics and adapt its
offerings to meet the specific needs of consumers in ECOWAS Member States.
Article 3 – Post-Transaction Monitoring
The Executive Directorate of the ERCA is tasked with post-transaction monitoring to
ensure that EDF INTERNATIONAL’s commercial strategy remains in line with the
principles of free competition within the region.
Article 4 – Entry into Force, Notification and Publication
This Decision enters into force on the date of its signature. It shall be notified to the
parties and published in the Official Journal of the Community.
Done in Abuja, this day of 17 April 2025.
FOR THE ERCA COUNCIL
Mr. Adama DIOMANDE
For THE CHAIRPERSON