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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 Submission
1. The ECOWAS Regional Competition Authority (ERCA) received a notification from
IGNITE POWER LIMITED by letter dated 15 January 2025. The letter and
accompanying documents were registered under file number 953.
2. In accordance with Article 2 (1.d) of Regulation C/REG.23/12/21 and subsequent
texts, the notification regarding the acquisition was published in the Official Journal
of the Community (Volume 1, February 2025), on the websites of ERCA and the
ECOWAS Commission, and in the affected Member States (14 February 2025).
I.2 The Acquisition Operation
3. IGNITE POWER Ltd and ENGIE AFRIQUE SAS are the two companies involved
in this acquisition. IGNITE POWER Ltd is the acquirer and ENGIE AFRIQUE SAS
the target.
4. Both companies operate in the energy sector, providing energy solutions through
infrastructure development, service provision, and the financing of energy
infrastructure solutions, primarily in West Africa.
5. The proposed acquisition aims to obtain full control over the activities of ENGIE
AFRIQUE SAS and its subsidiaries in the fields of Solar Home Systems (SHS) and
mini-grid networks.
6. IGNITE POWER Ltd seeks to expand its operations within the regional market. The
acquirer and the target are present in the following ECOWAS Member States:
– IGNITE POWER Ltd: Nigeria and Senegal (where operations are temporarily
suspended);
– ENGIE AFRIQUE SAS: Benin, Côte d’Ivoire, Nigeria.
II. ANALYSIS OF THE IMPACT OF THE TRANSACTION ON THE MARKET
II.1 Overview: Market Structure of the Relevant Goods/Services
7. The acquisition by IGNITE POWER Ltd involves full control over the shares and
assets of ENGIE AFRIQUE SAS. Consequently, the market structure within the
Community is expected to evolve due to increased market share and the
introduction of diversified energy solutions.
8. The acquirer and target operate in the same sector, share similar clients, and offer
largely undifferentiated products, making them competitors in the sale and
distribution of energy products and services.
9. However, their business activities do not fully overlap:
– The acquirer distributes Solar Home Systems (SHS), solar-powered irrigation
systems (PUE), inverters, and provides solar solutions for industrial and
commercial (C&I) clients;
– The target distributes SHS and constructs and operates mini-grid energy
systems.
10.The relevant market also includes competitors such as Sun King, Lumos, and
TotalEnergy.
II.2 Definition of the Relevant Market
a. Product Market Definition (production in the concerned countries and region)
IGNITE POWER Ltd
11.According to 2024 estimates, the acquirer—active only in Nigeria within the
ECOWAS region—sold, through its subsidiaries Oolu and Westa Solar Asset Co,
inverters and solar solutions for C&I clients.
ENGIE AFRIQUE SAS
12. The target company operates in three Member States via four subsidiaries in the
following sectors:
– Solar Home Systems (SHS) in Nigeria through Engie Energy Access, in Benin
via Engie Power Corner and in Côte d’Ivoire through Fenix Engie;
– Mini-grids, connecting offices and homes to electrical networks in Nigeria and
in Benin through Engie Power Corner.
b. Market Concentration
14.The analysis reveals that the solar energy market in the Member States is
moderately concentrated, especially in the SHS and mini-grid segments.
15.According to the Herfindahl-Hirschman Index (HHI):
• The market is low-concentration in Nigeria for mini-grids;
• Moderately concentrated in Benin and Côte d’Ivoire for SHS.
16.Therefore, the concentration level is not considered a competitive concern in these
market segments.
II.3 Competitive Situation
17.The competition analysis of the acquisition is based on market data, survey
responses, and product characteristics.
a. Competition Assessment
18.Both companies operate in the renewable energy sector and offer similar products:
SHS, mini-grids, inverters, and solar solutions for industrial and commercial clients.
19.However, their activities do not directly overlap geographically:
– IGNITE POWER Ltd operates mainly in Nigeria and to a lesser extent in
Senegal (currently suspended);
– ENGIE AFRIQUE SAS is active in Benin, Côte d’Ivoire, and Nigeria.
20.Hence, despite operating within the same regional market (ECOWAS), their
specific operational zones remain largely distinct.
b. Market Perception Analysis
21.Based on questionnaires sent to competitors and consumers, the following was
observed:
22.Competitors expressed no major concerns; on the contrary, they believe the
transaction will:
– Increase industrial efficiency;
– Improve product and service quality;
– Maintain or reduce prices through innovation and economies of scale.
23.Nonetheless, national and regional regulators should monitor the transaction’s
implementation to prevent monopolistic behaviour or restrictions on competition.
24.Consumers generally view the acquisition positively, associating it with tangible
benefits: lower prices, better quality, and supply stability. Overall, the operation is
seen as favourable to consumers across the affected countries, with expected
impacts including:
– Significant service quality improvements;
– Better accessibility (in pricing and distribution);
– Increased customer satisfaction.
II.4 Economic Efficiencies
25.The acquisition is expected to deliver significant economic efficiencies, as
presented in the notification documents, questionnaire results, and sectoral
analyses.
26.Key benefits include:
– Cost reduction;
– Greater competitiveness;
– Accelerated innovation;
– Enhanced energy and financial inclusion;
– Stronger resilience of the renewable energy sector.
27.The acquisition is thus expected to create a solid platform for the sustainable
expansion of energy access across the ECOWAS region.
II.5 Legal Analysis
a. Applicable Legal Framework
29.The control of mergers and acquisitions in ECOWAS is governed by:
– 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 the ECOWAS common market.
30.The assessment also follows the procedures laid out in Implementing Regulation
PC/REX.1/01/24 (ERCA Procedure Manual) and the merger guidelines.
31.Under these provisions, ERCA is competent to examine any merger or acquisition
that:
– May have anti-competitive effects in one or more Member States;
– May affect trade or investment between Member States;
– Involves companies active in multiple countries of the common market.
32.These rules aim to prevent mergers or acquisitions that hinder, restrict or distort
competition within the common market or negatively impact intra-community trade
and consumer interests.
b. Admissibility Conditions
33.The notification was examined in light of legal requirements, and the following
conditions were met:
– Both IGNITE POWER Ltd and ENGIE AFRIQUE SAS operate in at least two
ECOWAS Member States;
– Their combined turnover in the common market exceeds 20 million Units of
Account (UC).
34.These conditions justify ERCA’s assessment of the transaction.
35.Moreover, the operation presents no major legal or economic risks, based on:
– Compliance with community competition regulations;
– Fulfilment of notification thresholds;
– No significant anti-competitive effects identified;
– Presence of competition in the relevant segments (SHS, mini-grids, inverters).
36.THEREFORE, the Council endorses the assessment by the ERCA Executive
Directorate and
DECIDES
Article 1: Approval
The acquisition of ENGIE AFRIQUE SAS and its subsidiaries by IGNITE POWER
LIMITED is hereby approved without conditions.
Article 2: Integration into the Regional Market
IGNITE POWER LIMITED is encouraged to align its offerings with regional market
dynamics and the specific needs of consumers in ECOWAS Member States.
Article 3: Post-Operation Monitoring
The ERCA Executive Directorate is tasked with monitoring the implementation of
IGNITE POWER LIMITED’s commercial strategy to ensure continued compliance with
competition principles in the region.
Article 4: Entry into Force, Notification and Publication
This Decision enters into force on the date of its signature, shall be notified to the
parties concerned, and published in the Official Journal of the Community.
Done in Abuja, this day of 17 April 2025
FOR THE COUNCIL OF ERCA
Mr. Adama DIOMANDE
For THE CHAIRPERSON