PRESS RELEASE: NOTIFICATION OF THE PROPOSED ACQUISITION OF UNILEVER COTE D’IVOIRE, THE DISTRIBUTION COMPANY FOR ALL GOODS

NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION OF UNILEVER COTE D’IVOIRE BY SOCIETE DE DISTRIBUTION DE TOUTES MARCHANDISES

1. Subject of the notification

The ECOWAS Regional Competition Authority (ECRA) has received notification of a merger involving the acquisition by Société de Distribution de Toutes Marchandises (“SDTM”) of 50% of the share capital and voting rights of Unilever Côte d’Ivoire (“Unilever Côte d’Ivoire” or the “Target”). Upon completion of the transaction, SDTM will exercise sole control over the Target.

This transaction is subject to prior authorization by the ARCC, in accordance with Article 2(1)(a) of Regulation C/REG.23/12/21 on merger and acquisition procedures in the ECOWAS region, as well as Implementing Regulation PC/REX.1/01/24 on notification thresholds. Due to the presence of the transaction in more than one Member State, a Community notification was required.

2. Parties to the transaction

• SDTM

SDTM is an Ivorian public limited company active in the distribution of food products in Côte d’Ivoire. It also operates several local production units: tomato concentrate (Alyssa), mineral water (Céleste), bottling of Coca-Cola products, and biscuit manufacturing (Cleo).

• Unilever Côte d’Ivoire

The Target is active in the production and marketing of soaps and detergents, mainly in Côte d’Ivoire, as well as in several neighboring countries (Guinea, Liberia, Senegal, Togo). It also operates a mayonnaise production unit, whose Calvet brand license will be terminated prior to the completion of the transaction.

• Other parties involved in the acquisition

Aspiration Holding Limited and Ambition International Limited will each acquire 25% of the Target’s capital. They belong to the same group, whose two subsidiaries (Dream Cosmetics and Can Industry) operate within the ECOWAS region.

3. Nature and scope of the transaction

The transaction results from a share purchase agreement signed on November 29, 2024, whereby SDTM, Aspiration Holding Limited, and Ambition International Limited acquire 99.78% of the shares held by Unilever Overseas Holdings Limited in the Target.

SDTM will hold 50% of the capital and will have exclusive control, pursuant to the provisions of the shareholders’ agreement, which provides in particular for:

• a majority of three out of five directors appointed by SDTM;
• a casting vote for the chairman of the board of directors, also appointed by SDTM;
• no veto rights for Aspiration and Ambition on strategic decisions (business plan, budget, appointment of executives), their rights being limited to certain “Important Decisions” intended to protect their minority interests.

4. Expected results of the transaction

According to the parties, the transaction has two main objectives:

         For SDTM

• to have a modernized logistics base enabling it to centralize and optimize distribution flows;
• to reduce logistics costs;
• to improve the availability of food products for Ivorian consumers.

          For Unilever Côte d’Ivoire

• to boost its activities in a sector marked by strong local and regional competition;
• to rely on a solid Ivorian player to strengthen its operational performance.

5. Third Party Rights

In accordance with Article 44 (2) (a) (iv) of the ARCC Investigation and Notification Procedures Manual, interested third parties may submit their comments within thirty (30) days of the publication of this notice.

Comments must be accompanied by relevant supporting documents and sent by confidential mail to:

ECOWAS Regional Competition Authority

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

Or sent by email to: registry@erca-arcc.org and info@erca-arcc.org