Decision: ACQUISITION OF HONORIS HOLDING LIMITED BY K2025283350 (SOUTH AFRICA) PROPRIETARY LIMITED (SA BIDCO), JOINTLY CONTROLLED BY OMPE SPV AND MANGRO HOLDINGS PROPRIETARY LIMITED

Published On - November 11, 2025

Registry ERCA Compendium of Decisions

DECISION No. EC/D.17/11/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF HONORIS HOLDING LIMITED BY K2025283350 (SOUTH AFRICA) PROPRIETARY LIMITED (SA BIDCO), JOINTLY CONTROLLED BY OMPE SPV AND MANGRO HOLDINGS PROPRIETARY 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 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 submitted jointly by K2025283350 (South Africa) Proprietary Limited (“SA BidCo”) and Honoris Holding Limited (“HHL”) dated 4 September 2025, registered under Case File No. ERCA/MA/1999/2025;

HAVING HEARD the Secretary during the ERCA Council session of 6th November 2025 on the facts, procedure, and findings of the transaction evaluation;

 

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1. The Notification

By letter dated 4 September 2025, K2025283350 (South Africa) Proprietary Limited (“SA BidCo”), a company incorporated in South Africa, notified the ECOWAS Regional Competition Authority (ERCA) of its intention to acquire 100% of the issued share capital of Honoris Holding Limited (“HHL”), a Mauritian company active in private higher education, from EMK Holdings Limited and its minority shareholders.

The notification was submitted pursuant to Article 2 of Regulation C/REG.23/12/21 on Mergers and Acquisitions and was declared complete on 30 September 2025. The transaction was subsequently published on ERCA’s website and communicated to relevant National Competition Authorities.

The assessment of the transaction was conducted by the ERCA Executive Directorate in accordance with Regulation C/REG.23/12/21 and the Enabling Rule PC/REX.1/01/24, to evaluate its effects on competition, consumer welfare, and the functioning of the ECOWAS Common Market.

I.2. The Transaction

The transaction involves the acquisition by SA BidCo of the entire issued share capital of Honoris Holding Limited (“HHL”).

Post-transaction, SA BidCo will be jointly controlled by OMPE SPV (an entity of the Old Mutual Group, “OM Group”) and Mangro Holdings Proprietary Limited (“Mangro Group”), thereby conferring indirect joint control over HHL for competition law purposes.

The transaction forms part of a broader restructuring and investment initiative led by Old Mutual Private Equity (OMPE) to consolidate ownership and enhance capital structure in the Honoris Group, facilitating continued investment in tertiary education across Africa.

I.3. The Parties to the Transaction

The Acquiring Entities are SA BidCo and its parent entities, OMPE SPV and Mangro Holdings Proprietary Limited.

OMPE SPV is part of the Old Mutual Group, a diversified financial services group headquartered in South Africa and operating in several ECOWAS Member States (notably Ghana and Nigeria) in life assurance, pensions, and asset management.

Mangro Holdings Proprietary Limited is a South African investment holding company active in education, real estate, and financial services, with no operational presence in ECOWAS.

SA BidCo and SA HoldCo are special-purpose vehicles with no commercial activity prior to the transaction.

The Target Company, Honoris Holding Limited (HHL), is a private higher education network headquartered in Mauritius. It owns and operates several tertiary education institutions across Africa. Within ECOWAS, its operations are limited to Nigeria, where it controls:

Nile University of Nigeria Limited, a private multidisciplinary university based in Abuja, offering undergraduate and postgraduate programmes across six faculties; and

Nile Consult and Services Limited, which operates the School of Preliminary Studies (SPS), providing 12-month foundation-level programmes and internal catering services.

II. COMPETITIVE ASSESSMENT

1. Jurisdiction of ERCA

Under Article 7 of Supplementary Act A/SA.1/12/08 and Article 2 of Regulation C/REG.23/12/21, ERCA has jurisdiction over mergers involving undertakings that operate in at least two ECOWAS Member States or are capable of affecting trade within the Community.

In this case:

The OM Group operates in Ghana and Nigeria (financial services sector);

The Target Group (HHL) operates in Nigeria (education sector);

The transaction therefore satisfies the territorial nexus requirement.

The combined turnover of the parties within ECOWAS exceeds 20 million Units of Account, thereby meeting the financial jurisdictional threshold.

2. Relevant Market Definition

The relevant product market is the provision of private higher (tertiary) education services, including foundation-level preparatory programmes.

Ancillary services such as catering and accommodation are not competitively relevant, as they are provided internally to Nile University students.

Although the Acquirer operates in the ECOWAS region, for the purposes of this analysis, which focuses on the higher education sector, the relevant geographic market is the national territory of Nigeria, where the Target Group’s educational operations are exclusively conducted.

3. Market Structure and Dynamics

The higher education market in Nigeria comprises public universities, private institutions, and transnational education providers.

This market is fragmented, comprising more than 260 accredited universities – public, private, and faith-based. Private universities collectively account for less than one-quarter of total enrolment. Within this segment, Nile University holds an insubstantial share of the private higher education market. Major private competitors exert significant competitive pressure.

4. Assessment of the Competitive Situation in the Relevant Market

The notified transaction will not alter the structure or intensity of competition in the relevant product and geographic markets. The Acquiring Consortium (SA BidCo, OMPE SPV, and Mangro Holdings) has no existing operations in the provision of higher education or related services anywhere in ECOWAS.

The Target Group (Honoris Holding Limited) is the only party active in this sector, through its Nigerian subsidiaries Nile University of Nigeria Limited and Nile Consult and Services Limited. Consequently, the transaction is purely a change of ownership and does not result in the combination of competing activities.

No horizontal overlap arises because the Acquiring Consortium and the Target Group operate in entirely distinct markets. The Acquiring Consortium operates in financial services (insurance, pensions, asset management) and investment holding, while the Target Group is active in private tertiary education.

Likewise, there is no vertical relationship between the two, as none of the acquiring entities supply goods or services that are upstream or downstream to higher education or related inputs. The merger therefore does not increase concentration or eliminate any existing or potential competitor in the market for private tertiary education in Nigeria.

Entry barriers in the tertiary education sector are primarily regulatory and capital-related, stemming mainly from accreditation, quality assurance, and infrastructure requirements. The transaction does not materially increase the financial or regulatory barriers faced by prospective entrants, nor does it grant the merged entity control over essential inputs such as accreditation, student finance, or teaching staff.

The merger is also unlikely to result in conglomerate or portfolio effects. Although the Old Mutual Group operates financial services businesses in Ghana and Nigeria, these activities are unrelated to the education market and cannot be leveraged to foreclose competitors or raise rivals’ costs.

There are no credible theories of harm – horizontal, vertical, or conglomerate – that would lead to a substantial lessening or prevention of competition in any ECOWAS Member State.

The transaction may generate efficiency gains through enhanced access to capital via OMPE; expansion of academic infrastructure and course offerings; strengthened governance and quality standards; and potential synergies between OM Group’s financial and education financing networks in its ECOWAS operations.

III. COUNCIL’S CONSIDERATION AND CONCLUSION

Having reviewed the evaluation report of the Executive Directorate, the ERCA Council concludes that:

  • the notified transaction will not significantly lessen effective competition in Nigeria or within the wider ECOWAS Common Market. The transaction represents a transfer of control from existing shareholders to new investors without changing the competitive dynamics of the education sector. It is therefore compatible with Article 7 of Supplementary Act A/SA.1/12/08 on the implementation of Community competition Rules.
  • The transaction is likely to enhance investment, capacity, and educational quality in Nigeria and the region.

In light of the foregoing, and noting that the transaction supports ECOWAS objectives for promoting human capital development, the Council endorses the conclusions of the Secretariat’s assessment and

 

DECIDES

 

Article 1 – Authorization of the Transaction

The acquisition of Honoris Holding Limited (HHL) by K2025283350 (South Africa) Proprietary Limited (SA BidCo), jointly controlled by OMPE SPV and Mangro Holdings Proprietary Limited, is hereby authorized unconditionally.

Article 2 – Entry into Force

This Decision shall enter into force on the date of its signature, shall be notified to the parties, and published in the Official Journal of the Community.

 

 

Done at Monrovia, this 6th day of November 2025

 

FOR THE ERCA COUNCIL

 

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON