DECISION: ACQUISITION OF OSM THOME LTD BY TESSERACT S.À R.L

Published On - August 11, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.10/08/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY CONCERNING THE ACQUISITION OF OSM THOME LTD BY TESSERACT S.À R.L

 

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 (ERCA);

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

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of ERCA;

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 ERCA’s rules of procedure in competition matters;

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

MINDFUL of the notification letter from the Global Transport Income Fund Master Partnership SCSp dated 17 April 2025 and the supporting documents registered under number 1358;

HAVING HEARD the Secretary of the Council during its session of 06 August 2025 on the facts, the procedures and the findings of the proposed acquisition;

CONSIDERING THE FOLLOWING:

 

I. FACTS AND PROCEDURE

I.1 Notification

  1. By letter dated 17 April 2025 and supporting documents filed under number 1358, the ECOWAS Regional Competition Authority (ERCA) received a merger notification from the Global Transport Income Fund Master Partnership SCSp (GTIF) concerning the acquisition of the majority of the shares in OSM Thome Ltd via its subsidiary Tesseract S.à r.l. The notification complies with Supplementary Act A/SA.1/12/08 and Regulation C/REG.23/12/21 relating to community rules on mergers and acquisitions.

I.2 The Acquisition Transaction

  1. The transaction provides for GTIF, through Tesseract S.à r.l., to acquire a majority of the shares of OSM Thome Ltd, a global player in maritime services (Full management, Crew management, and Marineservices), with operations in the ECOWAS region, including Nigeria and Liberia.
  2. The objective is to strengthen GTIF’s presence in high-value-added maritime management services, without creating significant horizontal or vertical overlaps within the ECOWAS region.

 

II. MARKET IMPACT ANALYSIS

II.1 Market Structure Overview

  1. The relevant market of the proposed transaction is that of maritime services, involving:
  • Full technical ship management,
  • Crew management (recruitment, training),
  • Marine services (catering, insurance, maintenance, etc.).
  1. OSM Thome Ltd is already active in these segments, notably through its subsidiary TOG Shipping and Offshore Management in Nigeria. GTIF, on the other hand, does not provide such services in the ECOWAS region, although it holds global maritime assets.

II.2 Cross-Border Nature of the Services Provided

  1. In the ECOWAS market, OSM Thome Ltd operates mainly through the provision of vessel operations, maintenance and technical management services. These services are offered to clients operating across ECOWAS region, demonstrating the cross-border nature of its activities.
  2. OSMT Ltd offers services ranging , from daily vessel management to specialised technical support and on-board service provision. By contrast, the acquiring group (GTIF), although active globally in maritime transport, has no direct operational presence in the region apart its activities through its investment Fund Manager (JPMorgan), which is active in financial services in some member countries.

II.3 Market Positioning of the Parties

  1. At the international level, OSM Thome is a significant player in crew management, technical ship management and specialised maritime services. It has a global footprint and consolidated expertise, serving a diverse clientele including commercial ship owners, tankers, and offshore vessels. Within the ECOWAS region, however, its presence is relatively modest. The regional market is characterised by intense competition from both local operators and international groups, which currently limits OSM Thome’s commercial influence in the area.

II.4 Main Competitors

  1. In the regional market (Nigeria, Ghana, Côte d’Ivoire, etc.), competitors include Marine Platforms Ltd, SMK Tanker Agency, Techydem, Golar LNG, among others.
  2. GTIF’s main competitors in maritime asset management include Navig8 Group, Eastern Pacific Shipping, and Tufton Oceanic.

II.5 Sector Regulation

  1. The maritime sector is governed by a set of international conventions:
  • United Nations Convention on the Law of the Sea (UNCLOS),
  • Regulations on safety, emissions, and maritime labour standards.
  1. ECOWAS Member States apply these rules through their respective national maritime administrations.

II.6 Definition of the Relevant Market

a. Product Market

13. The relevant product market covers maritime services:

  • Technical management,
  • Crew management,
  • Specialised onboard and port services.

b. Geographic Market

14. The relevant geographic area is the ECOWAS market, specifically Nigeria, Liberia, Ghana, and Côte d’Ivoire.

 

III. CONCLUSION

III.1 Legal Analysis

a. Applicable Legal Framework

15. The legal framework for the control of 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.
  1. 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.
  2. According to the above provisions, ERCA is competent to examine any merger or acquisition that:
  • is likely to have anti-competitive effects in more than one Member States;
  • may affect trade or investment between ECOWAS Member States;
  • involves companies operating in more than one Member State within the common market.
  1. These provisions aim to prevent any merger or acquisition from hindering, restricting or distorting competition within the common market, or harming intra-community trade and consumer welfare.

b. Admissibility of the Notification

  1. The notification submitted by the parties was assessed based on established legal criteria. The following conditions were met:
  • Both parties (Tesseract S.à r.l. and OSM Thome Ltd) operate in at least two ECOWAS Member States;
  • Their combined turnover within the common market exceeds 20 million Units of Account (UA).
  1. These conditions being fulfilled, ERCA has jurisdiction to review the transaction.

III.2 Market Competition Situation

  1. The analysis shows that:
  • There is no significant horizontal or vertical overlap between the activities of GTIF and OSM Thome within the ECOWAS region;
  • The market structure remains competitive, with many active players in the relevant segments;
  • No risk of a dominant position was identified;
  • Consumers expect potential benefits, such as innovation, improved quality, and competitive pricing;
  • Competitors acknowledged that GTIF would l gain a significant competitive advantage in the regional market through this proposed transaction.
  1. THEREFORE, the Council endorses the assessment carried out by the Secretariat, which demonstrates that the transaction does not risk hindering competition or undermining consumer welfare in the relevant product or geographic markets, and

 

DECIDES

 

Article 1 – Approval

The acquisition of the majority of the shares of OSM Thome Ltd by Tesseract S.à r.l. is approved unconditionally.

Article 2 – Post-Transaction Monitoring

2.1. As part of its general market monitoring mandate, the Executive Directorate of the ERCA shall monitor the post-transaction phase to ensure that the new entity’s business strategy remains consistent with the principles of free competition in the region.

2.2. ERCA shall ensure that the new entity aligns itself with market dynamics and tailors its offerings to the specific needs of consumers in ECOWAS Member States,

Article 3 – Entry into Force, Notification and Publication

This Decision shall enter 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 Dakar, this day of 06 August 2025.

 

FOR THE ERCA COUNCIL

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON