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DECISION No. EC/D.20/12/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF UNILEVER CÔTE D’IVOIRE BY THE SOCIÉTÉ DE DISTRIBUTION DE TOUTES MARCHANDISES
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 Société de Distribution de Toutes Marchandises (“SDTM”) and Unilever Côte d’Ivoire dated 29 September 2025, registered under file number ERCA/MA/2169/2025;
HAVING HEARD the Secretary of the Council at its session of 15 December 2025 on the facts, the procedure and the conclusions of the assessment of the transaction;
CONSIDERING THE FOLLOWING:
FACTS AND PROCEDURE
I.1. The notification
By letter dated 29 September 2025, the Société de Distribution de Toutes Marchandises (“SDTM”) notified the ECOWAS Regional Competition Authority (ERCA) of its proposed acquisition of shares in Unilever Côte d’Ivoire. This notification, accompanied by all required supporting documents, was duly registered under file number ERCA/MA/2169/2025. The notification meets the criteria set out in Article 2 of Regulation C/REG.23/12/21 and the relevant provisions of Enabling Rule PC/REX.1/01/24.
In accordance with the applicable rules, the notification file was subject to a completeness review. It was formally declared complete on 17 November 2025, following which the ERCA Executive Directorate commenced its assessment in accordance with ECOWAS merger control rules. A public notice was published on the ERCA website, in the ECOWAS Official Journal (Vol. 11, November 2025) and transmitted to the concerned Member States for dissemination through appropriate communication channels.
I.2. The transaction
The transaction consists of the joint acquisition of 99.78% of the shares of Unilever Côte d’Ivoire by a consortium, composed of SDTM 50%), Aspiration Holding Limited (25%) and Ambition International Limited (25%).
Although ownership is shared among three acquirers, the shareholders’ agreement grants SDTM exclusive and decisive influence over all strategic decisions of the target company.
I.3. The parties
Acquiring Group:
Comprising SDTM which is a major Ivorian operator active in food distribution and agro-industry, notably in the processing of agricultural products, beverage bottling under exclusive licences, and the production of essential food products such as tomato derivatives, water and biscuits.
SDTM’s distribution network extends across the entire territory of Côte d’Ivoire, covering major urban centres, small towns and rural areas, through a network of wholesalers, retailers and transporters. The company has neither subsidiaries nor branches outside Côte d’Ivoire, but its products circulate within the region through cross-border trade.
The other acquirers, Aspiration Holding Limited and Ambition International Limited, are financial investors and do not exercise any decisive influence over the Target’s activities, given that they hold no rights in relation to the adoption of the Target’s strategic decisions.
Target : Unilever Côte d’Ivoire
Unilever Côte d’Ivoire is a long-established manufacturer of consumer goods, primarily engaged in the production of soaps, detergents, laundry care products and other household cleaning products.
The company also manufactures certain food products under licences which, according to the parties, are expected to expire prior to the completion of the transaction.
It operates an industrial platform with regional export capacity, supplying hygiene and household care products to several ECOWAS Member States.
Prior to the transaction, Unilever Côte d’Ivoire formed was part of a multinational group. Following completion of the transaction, it will no longer import or market any of the multinational’s products under its international brands.
ERCA JURISDICTION
II.1. Material scope
The transaction constitutes a merger within the meaning of the Community Competition Rules insofar as it results in a lasting change of control.
II.2. Territorial scope
The transaction involves undertakings active in several ECOWAS Member States, through formal exports (Unilever) or regional circulation of products (SDTM). It has a clear regional impact and therefore falls within the territorial jurisdiction of ERCA.
II.3. Merger notification thresholds
The turnover of the parties exceeds the applicable control thresholds set out in Regulation C/REG.23/12/21, conferring exclusive jurisdiction on ERCA.
III. MARKET DEFINITION
III.1. Relevant product market
The parties to the merger operate in distinct product segments.
SDTM is active in the food and beverage sector, notably tomato concentrate, water, biscuits and beverages.
Unilever CI operates in the sector of soaps, detergents and household cleaning products.
These activities are characterised by specific supply chains, consumer uses particular to each product category, and distinct regulatory frameworks.
The product markets concerned by the transaction may therefore be identified as follows:
- the production and/or distribution of food and beverage products (SDTM);
- the production and/or distribution of soaps, detergents and household cleaning products (Unilever CI).
III.2. Relevant geographic market
Unilever exports to eight ECOWAS Member States; SDTM influences regional competitive conditions through indirect trade flows.
Markets for fast-moving consumer goods in West Africa exhibit integrated supply chains, comparable consumer preferences and harmonised regulatory conditions.
The relevant market is therefore regional (ECOWAS), with a particular focus on Côte d’Ivoire, Guinea, Liberia, Senegal and Togo.
IV. MARKET STRUCTURE AND DYNAMICS
The fast-moving consumer goods sector within ECOWAS is competitive and dynamic, combining multinational companies, regional African manufacturers and strong local firms operating across Member States.
Unilever Côte d’Ivoire is a major historic producer in the soap and detergent sector, while SDTM is a significant national player in the food and beverage sector.
Given that the parties’ activities do not overlap horizontally, the competitive structure of any given product market remains unchanged by the transaction.
Competing firms, including multinational manufacturers and local enterprises, continue to exert strong competitive pressure across all categories.
The sector is characterised by frequent product innovation, active marketing and continuous market entry by small local producers, reinforcing its competitiveness.
V. SUMMARY AND CONCLUSION OF THE COMPETITIVE ASSESSMENT
V.1. Competitive effects
Potential horizontal effects
The transaction raises no horizontal competition concerns. The absence of substitutable products and the fact that market concentration remains unchanged demonstrate that the transaction is neutral from a horizontal competition perspective.
Potential vertical effects
There is no upstream or downstream relationship between the parties’ activities. Food logistics and the manufacture of household care products constitute independent value chains.
The merged entity will not have the ability to foreclose access to inputs, distribution channels or essential services used by its competitors.
Potential conglomerate effects
The product ranges concerned are independent and are not subject to joint purchasing by consumers or retailers. There is no credible mechanism enabling the merged entity to leverage its position in one category to impose tied or bundled sales in another.
V.2. Third-party Perceptions
Competitors
Competitors acknowledge (i) the strengthened positioning of SDTM and (ii) the expected efficiency gains from Unilever’s logistics and industrial capacity.
A minority recommended enhanced regulatory monitoring of pricing and distribution practices; however, the market remains open and competitive.
Consumers
Consumers report a high level of trust in both companies and anticipate improved quality, a broader product range and better distribution.
However, consumers expressed concerns about possible price increases or a reduction in product diversity, although these risks are not confirmed by ERCA’s structural market analysis.
VI. COUNCIL REVIEW AND CONCLUSION
The Council concludes that the transaction neither creates nor strengthens a dominant position in any relevant market.
There are no significant impediments to effective competition within the ECOWAS region.
Consequently, the Council concludes that the acquisition is not likely to result in a substantial lessening of competition in the relevant market and is compatible with Community Competition Rules.
DECIDES
Article 1 – Authorisation
The acquisition of the shares of Unilever Côte d’Ivoire by the consortium led by the Société de Distribution de Toutes Marchandises is authorised unconditionally.
Article 2 – Post-transaction monitoring
As part of its general market oversight mandates, the Executive Directorate of ERCA shall monitor the post transaction phase to ensure that the new entity’s business strategy remain consistent with the principles of free competition in the region.
Article 3 – Entry into Force
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 at Abuja, this 15th day of December 2025
FOR THE ERCA COUNCIL
Dr. Juliette TWUMASI-ANOKYE
THE CHAIRPERSON