DECISION No. EC/D.19/11/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION BY THE GB FOODS AFRICA SLU OF THE EXCLUSIVE CONTROL OF AGROLINE SA

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY

MINDFUL of ECOWAS Revised Treaty of 24th July 1993;

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 THE GB FOODS AFRICA SLU and AGROLINE SA on 27 August 2025, registered under number ERCA/MA/1983/2025;

AFTER HAVING HEARD the Secretary on the facts, the procedure and the conclusions of the assessment;

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1. The notification

By letter of 27 August 2025, The GB Foods Africa SLU (“GB Foods Africa”) notified ECOWAS Regional Competition Authority (ERCA) of its intention to acquire 80% of the share capital of Argos Food, the parent company holding 100% of Agroline SA (“Agroline”), excluding the vinegar business.

The notification meets the criteria of Article 2 of Regulation C/REG.23/12/21. It was published in the ECOWAS Official Journal (Vol. 7, August 2025), as well as on the ERCA website, and transmitted to the relevant Member States. It was declared complete on 9 September 2025.

The assessment was conducted by the Executive Directorate in accordance with the Community rules governing merger control.

I.2. The Transaction

The transaction consists of the acquisition by The GB Foods Africa of 80% of the shares of Argos Food, thereby granting it exclusive control of Agroline. The remaining 20% shares are held by the founders, local institutional investors and employees.

Completion of the “Share Sale Agreement” signed on 30 July 2025 is subject to prior authorisation by ERCA.

I.3. The Parties

a. GB Foods Africa (Acquirer)

GB Foods Africa is the African platform of the GB Foods Group, an international agri-food company active in several regions of the world. Within ECOWAS, the company has gradually strengthened its presence through a strategy based on local production, regional distribution, and adaptation of its products to West African culinary preferences.

It currently operates or conducts commercial activities in eleven (11) ECOWAS Member States: Nigeria, Ghana, Guinea, Senegal, Sierra Leone, Liberia, The Gambia, Guinea-Bissau, Togo, Benin, and Côte d’Ivoire. This presence allows it to reach a broad consumer base and contribute to the growth of the regional food industry.

The product portfolio of GB Foods Africa includes several staple categories of West African cuisine, notably bouillons, condiments, mayonnaise and tomato-based wet products. These products are distributed through modern retail channels as well as the informal sector, giving the group significant visibility in households.

GB Foods Africa ’s industrial presence relies on production sites in Nigeria, Ghana and Senegal, supplemented by manufacturing units in Europe and Asia.

b. Agroline (Target)

Agroline is a well-established Senegalese company operating in the processed culinary products sector. Specialised in the production of tomato sauces, ketchup, chilli sauces and soy sauces, it has become one of the key players in this sector in Senegal.

Agroline’s reputation rests on two pillars:

A strong local market presence with a product range aligned with Senegalese household preferences;

A close relationship with the agricultural sector, placing the company at the heart of the national agro-industrial ecosystem.

Agroline holds a leading position in the tomato sauce and ketchup markets in Senegal, where it is among the most visible and influential player. Its presence is also notable, in the chilli sauce segment, a fragmented yet growing market.

II. JURISDICTION OF ERCA

The transaction falls within the jurisdiction of ERCA in accordance with:

Supplementary Act A/SA.1/12/08 on Community Competition Rules and their modalities of application within ECOWAS;

Regulation C/REG.23/12/21 on mergers and acquisitions within ECOWAS.

II.1. Material scope

The transaction constitutes a concentration through the acquisition of exclusive control.

II.2. Territorial scope

GB Foods Africa is active in 11 Member States; Agroline operates in Senegal and exports to Guinea, The Gambia, Guinea-Bissau and Côte d’Ivoire.

The transaction affects several national markets, thus triggering Community jurisdiction.

II.3. Turnover threshold

The combined turnover of the parties exceeds the 20 million UA threshold required for mandatory notification to ERCA.

III. MARKET DEFINITION

III.1. Relevant product market

The relevant market comprises three principal categories:

Culinary aids: cubes and powders (JUMBO, GINO), distributed in nearly all ECOWAS Member States, with high volumes and value in Nigeria and Ghana.

Tomato-based products / sauces: tomato sauces and ketchup (Gino, Pomo, Brisk Farm for GB Foods; Linguère, Tomatina, Tama, Soxna Si for Agroline).

Wet condiments and mayonnaise: mainly the brands Bama, Jago for GB Foods Africa and Linguère for Agroline.

Other food products (rice, milk, sweetened goods) represent lower volumes and are less relevant for the competition analysis.

III.2. Relevant geographic market

The transaction concerns activities extending beyond the borders of a single Member State. Therefore, the relevant geographic market is ECOWAS region, with varying levels of intensity depending on the product segment and country.

The review of volumes, turnover and industrial and commercial presence identifies more direct impact of the merger on Senegalese market.

MARKET STRUCTURE AND DYNAMICS

the regional market is currently characterised by significant concentration around a few major players, including GB Foods, while Agroline holds a strong position in certain segments in Senegal. Geographic distribution shows key hubs in countries such as Nigeria and Ghana, with other markets playing secondary or complementary roles. Local competition is also driven by SMEs active in niche or specific segments.

The merger y would strengthen its presence in segments where both companies are active, particularly sauces and condiments in Senegal, while reinforcing GB Foods’ position in other regional segments. Concentration would increase in certain markets but without eliminating the presence of significant regional competitors.

V. SUMMARY AND CONCLUSION OF THE COMPETITIVE ASSESSMENT

V.1. Competitive effects

The assessment shows that the acquisition of exclusive control of Agroline by GB Foods Africa does not significantly reduce competition at the regional level, owing to the presence of major regional competitors such as Nestle, Promasidor, and McCormick and import driven competition.

However, the acquisition would reinforce GB Foods Africa’s market share in certain key segments in Senegal and could strengthen GB Foods Africa in several regional segments, potentially leading to vertical and conglomerate effects.

Potential vertical risks:

Agroline is part of an industrial association (National Consultation Committee on the Industrial Tomato Sector (CNCFTI) which grants it a priority right over locally produced fresh tomatoes through forward contracts (on a seasonal basis) with tomato farmers. The nature of this arrangement could lead to input foreclosure risks mainly during tomato harvest season.

Potential conglomerate risks:

The diversity of the GB Foods Africa product portfolio (bouillons, sauces, condiments, mayonnaise) post-merger may position it as an unavoidable supplier for distributors, indirectly strengthening its position over several complementary segments.

V.2. Views of third parties

• Competitors expressed concerns regarding reduced access to inputs and price pressure.
• Consumers anticipate a possible increase in prices but expect potential quality improvements.

VI. REVIEW AND CONCLUSION OF THE COUNCIL

After reviewing the Executive Directorate’s assessment report, the ERCA Council concludes that:

The acquisition does not substantially lessen effective competition at the regional level.

However, it will grant GB Foods Africa market power in Senegal, particularly in tomato sauces, ketchup and bouillons.

Nevertheless, the merger could improve production efficiency through the pooling of industrial and logistical capacities, optimisation of input procurement and supply chains, and reduction of unit production costs, particularly for tomato sauces;

Therefore, the potential adverse effects on competition could be mitigated through appropriate measures aimed at preventing possible foreclosure in particular ensuring fair access to raw materials for all market participants.

Consequently, the Council concludes that the merger may be authorised subject to conditions, and

 DECIDES

Article 1 – Conditional authorisation

1.1. The acquisition by THE GB FOODS AFRICA SLU of exclusive control of Agroline SA is hereby authorised, subject to the condition set out in paragraph 1.2 below.

1.2. The merged entity shall:

• Refrain, for a period of three (3) years, from conduct aimed at restricting its competitors’ access to raw materials, especially in the context of its membership of National Consultation Committee on the Industrial Tomato Sector (CNCFTI).

• Refrain, for a period of three (3) years, from exclusivity arrangements in its distribution network to avoid foreclosure of other competitors.

Notify to ERCA for authorization within 30 days of this Decision, the Agreement governing the National Consultation Committee on the Industrial Tomato Sector (CNCFTI) in accordance with Article 11 of Supplementary Act A/SA.1/12/08 adopting Community Competition Rules and the modalities of their application within ECOWAS.

Article 2 – Post-transaction monitoring

The Executive Directorate of ERCA shall monitor compliance with the condition in Article 1.1 (1.2) of this Decision.

Article 3 – 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 ECOWAS Official Journal.

Done at Freetown, this day of 26 November 2025

FOR THE ERCA COUNCIL

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON