NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION OF SOLE CONTROL OF TOYOTA BRANDED VEHICLE BUSINESS AND HINO BRANDED TRUCKS OF TOYOTA GHANA LIMITED BY TOYOTA TSUSHO MANUFACTURING GHANA COMPANY LIMITED (TTMG)
Purpose of the Notification
The ECOWAS Regional Competition Authority (ERCA) has received a formal notification of a proposed acquisition of Toyota business of Toyota branded motor vehicle and Hino branded trucks of Toyota Ghana Limited (Target) formerly Toyota Ghana Limited (TGLC) by Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG), an Acquirer whose core business operations involve assembling Toyota-branded vehicles for sale to TGLC, as well as Suzuki branded-vehicles for the entity CFAO Mobility Ghana.
This transaction is subject to prior approval by ERCA, pursuant to Article 2(1)(a) of Regulation C/REG.23/12/21 governing merger and acquisition procedures within the ECOWAS region, and the Enabling Rule PC/REX.1/01/24 on notification thresholds. As the transaction involves economic activities in more than one ECOWAS Member State, regional notification and assessment are required.
The transaction only concerns the distribution of Toyota branded vehicle and Hino branded vehicle, being one of the primary activities of the Toyota Ghana Ltd in Ghana, but the proposed transaction affects the ECOWAS Community Market through the Acquirer Group (TTMG), a subsidiary of CFAO.
Parties to the Transaction
- Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG), a company incorporated under the laws of the Republic of Ghana. It operates in the sector for automotive assembly in Ghana, having established its first assembly plant in Tema (in Ghana) in 2020 and align with Ghana’s Automotive Development Policy, launched in 2020 to foster local manufacturing. Its core business operations involve assembling Toyota-branded vehicles for sale to TGLC, as well as Suzuki branded-vehicles for the entity CFAO Mobility Ghana. Additionally, TTMG imports complete built units (CBUs) of Toyota and Suzuki vehicles, which are likewise sold to TGLC and CFAO Mobility Ghana respectively. The TTMG is a subsidiary of CFAO, which is also owned by Toyota Tsusho Corporation (“TTC”) since 2017, a Japanese general trading company, headquartered in Nagoya and Tokyo.
- Target Company, Toyota Ghana Limited (formerly known as Toyota Ghana Limited Company (TGLC)), a company incorporated under the laws of the Republic of Ghana and it is in the distribution business for Toyota-branded motor vehicles and Hino-branded trucks carried on in Ghana. The TGLC is wholly owned by the trading company Marubeni Corporation (“Marubeni”). Its main activity consists in the sale of new Toyota vehicles and spare parts, as well as the provision of after-sales support. TGLC is also the authorized distributor of Hino-branded trucks, selling Hino-branded trucks and providing after-sales in Ghana and Liberia.
Nature and Scope of the Transaction
The proposed acquisition for sole control of the vehicle distribution business of the Target ( TGLC), as well as the provision of associated after-sale support carried on in Ghana by TGLC including, but not limited to, any relevant properties (land, buildings, leases), facilities (plant and machinery), equipment, rights, employees, and other tangible and intangible assets required or necessary to operate the Toyota and Hino distribution business in Ghana as currently operated by TGLC, a strategy for TTMG to have expanded control on mobility unit of its parent company, (CFAO) for growth.
Principally, the proposed transaction will result in operational and commercial synergies between the Parties as the Target Business will be acquired by TTMG and will be integrated in CFAO Mobility business division, hence the transaction will allow synergies by:
- combine their networks, resources, and operational capabilities with the aim of reducing service lead times, enhancing geographic coverage – including in underserved peri-urban areas, gaining logistics efficiencies, deploying environmental-friendly vehicles and strengthening the overall customer experience.
- offer improved after-sales services, thanks to shared workshops, diagnostic tools, cross-training of the Parties’ respective teams by qualified experts and standardized processes
Expected Outcomes
By acquiring sole control of the Target vehicle business and its related services, the acquisition enables TTMG (Acquirer) to expand its mobility business, thus, equally ensure the improved after-sales services, and increase vehicle longevity for customers, contributing to long-term satisfaction and brand loyalty.
The acquisition is intended to provide innovations that will allow the merged entity to offer more competitive, efficient and customer-oriented products and services, ultimately stimulating demand and supporting employment across the automotive sector.
Third Party Rights
In accordance with Article 44(2)(a)(iv) of the ERCA’s Investigation and Notification Manual of Procedures, interested third parties are invited to submit their comments within thirty (30) days from the date of publication of this notice.
Submissions must be supported by relevant documentation and sent in confidence to the following address:
ECOWAS Regional Competition Authority (ERCA)
Bertil Harding, Bijilo, The Gambia
P.O. Box 4470
Or sent electronically to: registry@erca-arcc.org and info@erca-arcc.org