DECISION: ACQUISITION BY ATLANTIC GROUP S.A. OF SOLE CONTROL OF TONGON MINING COMPANY S.A. AND BARRICK GOLD IVORY COAST S.A.R.L.

Published On - November 28, 2025

Registry ERCA Compendium of Decisions

DECISION No. EC/D.18/11/25 OF THE ECAC COUNCIL ON THE ACQUISITION BY ATLANTIC GROUP S.A. OF SOLE CONTROL OF SOCIÉTÉ DES MINES DE TONGON S.A. AND BARRICK GOLD CÔTE D’IVOIRE S.A.R.L.

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

HAVING REGARD to the revised ECOWAS Treaty of July 24, 1993;

HAVING REGARD to Supplementary Act A/SA.1/12/08 adopting the Community Competition Rules and their implementing regulations within ECOWAS;

HAVING REGARD to Supplementary Act A/SA.2/12/08 establishing the ECOWAS Regional Competition Authority (ECRCA) and setting out its powers and functions;

HAVING REGARD TO Additional Act A/SA.3/12/21 amending Additional Act A/SA.2/12/08;

HAVING REGARD TO Regulation C/REG.21/12/21 on the powers and composition of the RCAC Council;

HAVING REGARD TO Regulation C/REG.23/12/21 on rules of procedure for mergers and acquisitions within ECOWAS;

HAVING REGARD TO Regulation C/REG.24/12/21 on rules of procedure of the RCAC;

HAVING REGARD TO Regulation PC/REX.1/01/24 on ARCC Procedure Manuals;

HAVING REGARD TO the notification submitted by Atlantic Group S.A. on October 17, 2025, registered under number ERCA/MA/2319/2025;

HAVING HEARD the Secretary at the ARCC Council meeting of November 25, 2025, on the facts, procedure, and conclusions of the assessment of the transaction;

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1. Notification

By letter dated October 17, 2025, Atlantic Group S.A. (“ Atlantic Group”) notified the ARCC of its intention to acquire 100% of the capital of BGCI, a company holding mining exploration permits in Côte d’Ivoire, as well as 90% of the capital of Tongon S.A., a company holding a mining permit and operating a gold mine in Côte d’Ivoire. The acquisition excludes the Ivorian government’s 10% minority stake in Tongon S.A.

The notification meets the criteria of Article 2 of Regulation C/REG.23/12/21. It was published in the ECOWAS Official Journal (Vol. 10, November 2025), posted on the ARCC website, and communicated to the Member States concerned. The notification was declared complete on October 25, 2025.

The assessment was carried out by the Executive Directorate in accordance with Community rules on merger control, taking into account horizontal, vertical, and conglomerate aspects, as well as the effects on competition in the regional gold market.

 

I.2. The Transaction

The proposed transaction consists of:

  • The acquisition of 90% of the shares of Tongon S.A., currently held directly and indirectly by Barrick Gold Côte d’Ivoire Limited (“BGCL”);
  •  The acquisition of 100% of the shares of BGCI currently held by BGCL.

I.3. The Parties

The Buyer – Atlantic Group S.A.

A diversified Ivorian conglomerate active in the banking, insurance, agro-industrial, cement, logistics, transport, hotel, and food distribution sectors. Present in several ECOWAS member states (Côte d’Ivoire, Benin, Nigeria, Liberia, Togo, Guinea, Guinea-Bissau, Senegal).

The Targets – Tongon S.A. and BGCI SARL

Tongon S.A.: Ivorian mining company specializing in the extraction of gold and precious metals, operating the Tongon gold mine in Niellé under its mining permit. Shareholders: BGCL 89%, New Mining Côte d’Ivoire S.A. (itself majority-owned, directly and indirectly, by BGCL) 1%, State of Côte d’Ivoire 10% (with the option to acquire an additional 15% stake, bringing its share to 25% after the merger).

BGCI: wholly owned subsidiary of BGCL, holding mining exploration permits in Côte d’Ivoire.

 

The Seller: Barrick Gold Côte d’Ivoire Limited

A Canadian multinational mining group active in gold and copper mining worldwide.

II. JURISDICTION OF THE ARCC

II.1. Material scope

The potential concentration concerns the acquisition of control by Atlantic Group, a company with significant activities in at least two ECOWAS Member States, and is likely to affect the competitive structure of the region.

II.2. Territorial scope

The transaction has effects in Côte d’Ivoire and the ECOWAS region, affecting regional trade in gold and cross-border supply chains.

II.3. Turnover threshold

The parties’ combined turnover exceeds the Community threshold of 20 million Units of Account, which confers jurisdiction on the ARCC.

III. MARKET DEFINITION

III.1. Relevant product market

The relevant product market is the production, exploration, and supply of gold. The Targets are active in this segment, while Atlantic Group S.A. has no pre-existing activity in the gold sector.

Production, extraction, and supply of precious metals (gold).
Includes unrefined gold and associated by-products (silver).

III.2. Relevant geographic market

The relevant geographic markets are both:

National: Ivory Coast;
Regional: ECOWAS, with cross-border trade in gold;
Global: as prices are determined on international markets, the gold extracted is also traded globally.

IV. MARKET STRUCTURE AND DYNAMICS

IV.1. Market structure

  • The Targets are new entrants to the Atlantic Group S.A. portfolio.
  • The market is weakly concentrated globally and dominated by international players such as Endeavour, Perseus, Newmont, AngloGold Ashanti, and Barrick.
  • In the Community market, the Targets’ market shares are insignificant.

IV.2. Competitive effects

  • Horizontal: no overlap, no horizontal effect.
  • Vertical: a vertical link could exist between certain Atlantic Group services and the acquired companies’ activities, without restricting indirect competition for the acquirer’s competitors.
  • Conglomerate: portfolio diversification, logistical and commercial synergies, efficiency gains, but no risk to competition.

IV.3. Barriers to entry and exit

  • Entry: high capital requirements, strict regulations, 10-20 years to reach profitability.
  • Exit: possible via sale, IPO, or management buyout, with environmental remediation obligations.

IV.4. Third-party opinions

  • Competitors recognize a positive strengthening of competition and opportunities for innovation.
  • Consumers anticipate benefits in terms of quality, safety, and operational efficiency.

V. REVIEW AND CONCLUSION BY THE BOARD

After reviewing the Executive Directorate’s assessment report, the ARCC Board concludes that:

  • The acquisition has no adverse effect on competition;
  • The acquisition promotes the creation of a national mining champion and strengthens regional and global competitiveness;
  • Competitors and consumers view the transaction favorably;
  • Economic and social efficiency gains are expected.

Therefore, the Council concludes that the acquisition does not lead to a reduction in competition in the relevant market, and

DECIDES

Article 1: Approval

The ARCC Council unconditionally approves the acquisition of exclusive control of Tongon Mines S.A. and Barrick Gold Côte d’Ivoire S.A.R.L by Atlantic Group S.A. in the relevant markets.

Article 2: Post-transaction monitoring

The ARCC Executive Management is responsible for conducting post-transaction monitoring to ensure that the implementation of Atlantic Group S.A.’s commercial strategy remains consistent with the principles of free competition in the region.

Article 3: Entry into force, notification, and publication

This Decision, which 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 Freetown, November 25, 2025

FOR THE ARCC COUNCIL

Dr. Juliette TWUMASI-ANOKYE

THE PRESIDENT