DECISION: THE JOINT ACQUISITION OF SOCIÉTÉ PHOCÉENNE DE PARTICIPATIONS (SPP) BY OAKVIEW CAPITAL L6 DAC AND CF BM UK HOLDINGS LIMITED

Published On - October 10, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.11/10/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE JOINT ACQUISITION OF SOCIÉTÉ PHOCÉENNE DE PARTICIPATIONS (SPP) BY OAKVIEW CAPITAL L6 DAC AND CF BM UK HOLDINGS LIMITED

The Council of the ECOWAS Regional Competition Authority,

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 joint notification submitted by Oakview Capital L6 DAC and CF BM UK Holdings Limited dated 03 Juillet 2025, registered under number 1695;

HAVING HEARD the Secretary of the Council during its session of 1st October 2025 on the facts, procedures, and findings of the transaction evaluation;

 

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1 The Notification

By letter dated 3 July 2025, together with the case file documents registered under number 1695, Oakview Capital L6 DAC (“Oakview”) and CF BM UK Holdings Limited (“CF”), referred to as the “Consortium”, submitted to the ECOWAS Regional Competition Authority (ERCA) a notification concerning the acquisition of the Bourbon Group (“Bourbon”).

In accordance with Article 2 (1.d) of Regulation C/REG.23/12/21, the notification was published in the Official Journal of the Community (Volume 5, July 2025), on the websites of ERCA and the ECOWAS Commission, as well as in the Member States concerned on 11 August 2025.

I.2. The Transaction

According to the information provided by the parties, the proposed transaction is a part of a restructuring plan for the Bourbon Group, which is facing financial constraints and uncertainty surrounding its assets. The proposal aims to reduce Bourbon’s debt, strengthen its balance sheet, and provide additional capital to support its future operations.

The Consortium proposes to acquire shares issued by Société Phocéenne de Participations (SPP), the parent company of the Bourbon Group. Thus, the Consortium will hold the majority of the share capital and voting rights of the target company Bourbon. The shareholding will be divided equally between Oakview and CF, both of which will acquire strategic decision-making rights, thereby establishing joint control over Bourbon.

I.3. The Parties to the Transaction

The Consortium consists of the following co-acquirers:

  • Oakview, an Irish company ultimately controlled by Davidson Kempner Capital Management LP (“DK”), a US-based investment management firm specialising in asset management through multi-strategy and event driven approaches with a focus on fundamental investing in special situations, short and long-term investments duration, performing or distressed situations, and merger arbitrage.. The DK Group has no presence in ECOWAS and conducts no activity there in maritime logistics or offshore services.
  • CF , which is ultimately managed and controlled by Fortress Investment Group LLC, a diversified US-based investment manager active in credit, real estate, private equity and permanent capital investment strategies. Fortress’ only relevant portfolio company is Capital Offshore LLC, which owns offshore support vessels (OSVs) operating in the North Sea and Brazil. Fortress also controls Beatport LLC, an online music platform active in ECOWAS, although its activities are entirely unrelated to the services of the target company.

The target company, Bourbon, is a global player in offshore maritime services, providing (i) maritime logistics via OSVs, (ii) subsea engineering and support, and (iii) mobility services for oil and gas sector personnel. Within ECOWAS, Bourbon operates in Ghana, Côte d’Ivoire, Nigeria and Senegal.

II. COMPETITIVE ASSESSMENT

Based on the analysis of the legal and economic assessment of the information submitted by the parties and research from external sources, ERCA made the following conclusions:

II.1. ERCA’ Jurisdiction Assessment

a. Material Scope

The proposed transaction falls within the scope of the ECOWAS Competition Rules. Pursuant to Supplementary Act A/SA.1/12/08, Regulation C/REG.23/12/21 on mergers and acquisitions, and Implementing Regulation PC/REX.1/01/24, any transaction resulting in a lasting change of control, direct or indirect, of an undertaking by one or more others constitutes a concentration within the meaning of the applicable ECOWAS texts.

In this case, the acquisition by Oakview and CF of a collective majority shareholding in Bourbon grants the Consortium joint control of Bourbon Maritime SASU. This transfer of control clearly constitutes a notifiable concentration, since the acquirers will henceforth hold strategic decision-making rights, particularly concerning the business plan, budget and governance.

b. Territorial Scope

The territorial scope of merger control depends on the cross-border nature of the competitive effects. Regulation C/REG.23/12/21 requires notification when a transaction impacts at least two Member States.

Here, the target company, Bourbon, operates in four (4) ECOWAS Member States: Côte d’Ivoire, Ghana, Nigeria and Senegal. Although Oakview and Fortress are not substantially active in ECOWAS, Bourbon’s operations in these countries, covering essential services in maritime logistics, subsea operations and offshore staff mobility, establish a clear regional nexus. The transaction therefore falls within ERCA’s regional jurisdiction.

c. Turnover Thresholds

The Community Competition Rules provide that notification thresholds are met where the undertakings concerned generate a combined turnover above the prescribed minimum within ECOWAS, and at least two of them conduct business in different Member States.

  • In 2024, the Bourbon Group generated consolidated revenues in the region, primarily in Nigeria, Côte d’Ivoire, Ghana and Senegal, exceeding the ECOWAS threshold for merger notification.
  • The acquirers, on the other hand, have no significant economic activities in ECOWAS, except for Fortress’ marginal involvement via Beatport (an electronic music-oriented online music store), whose turnover is negligible and unrelated to the maritime sector.

This amount shows that the notification thresholds are met due to Bourbon’s substantial economic presence in several Member States. The transaction therefore had to be notified to ERCA.

Consequently, the concentration between Oakview, CF and Bourbon clearly falls under ERCA’s jurisdiction. ERCA must therefore assess not only the competitive effects of the transaction at the national level (Côte d’Ivoire, Ghana, Nigeria, Senegal) but also its potential impact on the broader regional dynamics of the ECOWAS common market.

II.2. Market Definition

a. Product Market

The Bourbon Group’s activities focus on maritime support services for the upstream offshore oil and gas sector. These include:

  • Maritime logistics services: supply of offshore facilities, towing, anchoring, assistance to floating production, storage and offloading (FPSO) units.
  • Subsea services: engineering, inspection, maintenance and repair of offshore structures using multipurpose support vessels (MPSVs) and remotely operated vehicles (ROVs).
  • Mobility services: transport and transfer of offshore personnel using fast support intervention vessels (FSIVs) and “surfers” (speedboats).

Collectively, these services define the product market as the provision of maritime support services through offshore support vessels (OSVs) to the upstream offshore oil and gas sector.

b. Geographic Market

Generally, the services within the product market are provided by companies operating on a global scale, given the mobility of OSVs. Within ECOWAS, Bourbon is particularly active in Ghana, Côte d’Ivoire, Nigeria and Senegal. Accordingly, the relevant geographic market is regional.

II.3. Market Structure and Competitive Dynamics

The OSV industry is characterised by high fragmentation and diversity of players. Globally, thousands of OSVs are in operation, owned by a wide variety of companies. Within ECOWAS, Bourbon’s share in maritime logistics services is relatively small, with competitors holding similar or larger shares. Conversely, in mobility services, Bourbon’s share is relatively higher, though many other competitors remain active.

II.4. Assessment of Competitive Effects

The transaction does not create competitive overlaps within ECOWAS: Oakview (DK) has no presence, and Fortress’ only maritime investment (Capital Offshore) operates exclusively outside the region.

II.5. Views of Third Parties

Competing OSV operators, both international and regional, remain active in ECOWAS and worldwide, thereby ensuring the maintenance of competition. This is corroborated by third parties to the transaction.

a. Competitors’ Perceptions

The majority of competitors (62%) view the acquisition positively, seeing it as likely to strengthen SPP’s position and stimulate innovation. They anticipate significant improvements in service quality and modernisation, as well as opportunities for partnerships and investment. However, some (23%) express concerns over a potential reduction in the diversity of offerings and the risk of concentration, calling for closer regulatory oversight.

b. Consumers’/Clients’ Perceptions

Consumers’ perceptions are generally favourable. Most report satisfaction with current services and expect improvements in speed, reliability and accessibility, as well as the introduction of new services. Confidence in the new acquirers is relatively strong.

II.6. Legal Assessment

The transaction meets the applicable legal criteria for ECOWAS merger control. It does not give rise to an abuse of dominant position or a substantial restriction of competition.

a. Applicable Legal Basis

The merger review is based on the ECOWAS legal framework, in particular:

  • Supplementary Act A/SA.1/12/08, the Community Competition Rules, which sets out the principles governing the control of anti-competitive practices and concentrations within the Community;
  • Regulation C/REG.23/12/21 laying down procedural rules for mergers and acquisitions within ECOWAS;
  • Enabling Rules PC/REX.1/01/24, which details the procedural requirements for the notification and review of mergers and acquisitions.

These instruments establish that any merger or acquisition involving undertakings active in at least two Member States and exceeding the relevant turnover thresholds must be notified to ERCA, which has competence to assess its legality and competitive effects.

b. Legal Qualification of the Transaction

The transaction consists of the joint acquisition of control over Société Phocéenne de Participations (SPP), Bourbon’s parent company, by Oakview and CF through the purchase of a majority shareholding in its capital.

  • This majority stake entails a lasting transfer of control, since the acquirers obtain strategic decision-making rights over the governance, budgets and business policy of the target group.
  • Although driven by financial rescue considerations, the transaction is still legally classifiable as a merger/acquisition and thus constitutes a concentration within the meaning of ECOWAS law.

c. Compatibility with the Common Market

ERCA assessed whether the transaction is compatible with the ECOWAS Common Market, i.e., whether it risks creating or strengthening a dominant position liable to restrict competition.

The analysis highlights the following conclusions:

  • There is no significant horizontal overlap in the region: Oakview (via Davidson Kempner) has no presence in ECOWAS; Fortress, through CF, operates only marginally via Beatport (an electronic music-oriented online music store), with no link to Bourbon’s services.
  • No vertical or conglomerate effects: none of the parties is active upstream or downstream of Bourbon’s offshore maritime services; Fortress’ online music activities and Mubadala’s (co-shareholder of Fortress) petrochemical interests do not intersect with Bourbon’s operations.

d. Legal Assessment of Potential Competitive Risks

The analysis shows that:

  • Competitive risks in ECOWAS are virtually non-existent, as the acquirers have no relevant activities in the region.
  • The only area requiring attention concerns sectoral concentration in offshore mobility services (where Bourbon holds a relatively high share of the ECOWAS market).

In conclusion, the transaction complies with ECOWAS rules and is compatible with the Common Market. It neither creates nor strengthens a dominant position liable to restrict competition.

THEREFORE, the Council endorses the assessment carried out by the Secretariat, which demonstrates that the transaction is unlikely to hinder competition or harm consumer welfare in the relevant product or geographic markets, and,

DECIDES

Article 1 – Approval

The acquisition of a majority stake in the Bourbon Group by Oakview Capital L6 DAC and CF BM UK Holdings Limited is approved unconditionally.

Article 2 – Post-Transaction Monitoring

2.1. The Executive Directorate of 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 clients/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 Accra, this day of 1st October 2025.

 

FOR THE ERCA COUNCIL

 

 Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON