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DECISION No. EC/D.21/12/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF TOUTON S.A. BY HARTREE BIDCO (UK) LIMITED
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 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 Hartree Bidco (UK) Limited and Touton S.A. dated 31 October 2025, registered under Case File No. ERCA/MA/2419/2025;
HAVING HEARD the Secretary of the Council during its session of 16th December 2025 on the facts, procedures, and findings of the transaction evaluation;
CONSIDERING THE FOLLOWING
I. FACTS AND PROCEDURE
I.1. The notification
On 31 October 2025, the ECOWAS Regional Competition Authority (ERCA) received a merger notification from Hartree Bidco (UK) Limited (“Hartree Bidco”) concerning its proposed acquisition of the entire issued share capital of Touton S.A. (“Touton”).
In accordance with the procedural requirements set out in Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24 in merger matters the notification was formally registered under file number ERCA/MA/2419/2025, and subsequently published on ERCA website, in the ECOWAS Official Journal (Volume 11, November 2025) and in the relevant ECOWAS Member States.
The Executive Directorate conducted an in-depth assessment on the basis of the documents submitted by the parties, market data, responses to questionnaires addressed to competitors and customers, as well as consultations with national competition authorities.
I.2. The transaction
The proposed transaction concerns the acquisition by Hartree Bidco, an investment vehicle indirectly wholly owned by Hartree Partners Holdings, LP (“Hartree”), of 100% of the issued share capital of Touton, an established player in international commodities trading.
I.3. The parties
a. Acquirer: Hartree Bidco
Hartree is an international trading and investment group active across several markets such as energy trading, renewable energy production, biofuels plants, commodities logistics, asset management, financial instruments and, more recently, agricultural commodities following the acquisition of ED&F Man Commodities.
In the ECOWAS region, Hartree, through ED&F Man Commodities is mainly active in sales of white sugar (Benin, Cape Verde, The Gambia, Ghana, Côte d’Ivoire, Senegal, Sierra Leone, and Togo), raw sugar (Côte d’Ivoire and Nigeria) and liquid sugar (Nigeria).
Hartree is not active in cocoa, semi-finished cocoa products, vanilla or spices in the ECOWAS region, and its presence in coffee is limited and indirect.
b. Target: Touton
Touton is a long-established international trading house with over 175 years of history in the cocoa, coffee, vanilla, spices and ingredients sectors.
Touton’s activities are deeply rooted in the ECOWAS region, with significant sourcing and processing operations in Côte d’Ivoire and Ghana.
The company employs more than 900 people, 80% of whom are based in producing countries, and maintains an extensive network of cooperatives, agronomists, sustainability programmes and traceability systems.
Touton’s activities in ECOWAS include in particular:
- the purchase, grading, calibration and export of cocoa beans;
- the production of cocoa liquor through its Ghanaian subsidiary Cocoa Touton Processing Company;
- the sourcing of Robusta coffee in Côte d’Ivoire and Guinea;
- the trading of ginger, annatto seeds, hibiscus flowers and other spices;
- the provision of sustainability, certification and traceability services.
II. JURISDICTION OF ERCA
II.1. Material scope
The transaction involves the acquisition of sole control and therefore constitutes a merger/acquisition within the meaning of ECOWAS Regulation C/REG.23/12/21.
II.2. Territorial scope
Both parties carry out economic activities in more than two ECOWAS Member States. The transaction therefore has a regional dimension requiring review by ERCA.
II.3. Turnover thresholds
The combined Community turnover of the parties to the merger exceeds the thresholds set out in Article 5 of Regulation C/REG.23/12/21.
ERCA therefore has the jurisdiction to review the proposed transaction.
III. MARKET DEFINITION
III.1. Relevant product markets
The analysis identified four relevant product market segments for the transaction:
raw cocoa beans: traded globally but sourced mainly from specific regions, notably West Africa;
semi-finished cocoa products (liquor, butter, powder): used as industrial inputs in chocolate manufacturing;
green coffee beans: a raw material traded worldwide with international price benchmarks;
vanilla, spices and natural ingredients: fragmented markets with limited inter-product substitutability.
Touton is active in all of these segments. Hartree has no overlapping activities with Touton, except for a minor historical presence in the coffee market through ED&F Man Commodities.
III.2. Relevant geographic markets
For cocoa, coffee and spices, ERCA determined that the markets are essentially global, characterised by highly integrated international trading patterns.
However, origin markets within ECOWAS, notably Côte d’Ivoire, Ghana, Nigeria and Guinea, constitute a relevant regional sub-market for sourcing and export logistics.
IV. MARKET STRUCTURE AND DYNAMICS
Touton operates in a competitive market with numerous large and well-established international players, displaying strong vertical integration, including Barry Callebaut AG, Cargill Incorporated, Ofi, ECOM Agroindustrial, Louis Dreyfus Company and SUCDEN.
Market concentration analysis shows that:
- the market for procurement and supply of cocoa beans is not concentrated;
- the market for procurement and supply of green coffee beans is not concentrated;
- the market for the procurement and supply of spices is moderately concentrated, without reaching a level likely to significantly impede effective competition.
In this context, Touton remains a mid-tier operator in the various market segments with the presence of other players.
Hartree, for its part, had no recent presence in agricultural commodity trade, except for its recent acquisition of ED&F Man Commodities who procures and supply of coffee beans. However, it is to be noted that ED&F Man Commodities did neither procure nor supply coffee beans in ECOWAS in the last preceding financial year 2024.
Therefore, Touton and Hartree do not individually, or collectively possess the ability to alter the existing competitive dynamics in the relevant markets.
V. SUMMARY AND CONCLUSION OF THE COMPETITIVE ASSESSMENT
V.1. Effects on competition
a. Horizontal effects
There is no horizontal overlap between the parties in cocoa, cocoa derivatives or spices.
A limited overlap exists in coffee sourcing, but Hartree’s activities are negligible and do not significantly affect market shares or competitive dynamics.
The concentration therefore does not reduce the number of competitors in any relevant ECOWAS market.
b. Vertical effects
Hartree’s financial capabilities could enhance upstream financing of cooperatives and producers by Touton, but the cocoa sourcing market remains broad and competitive, with numerous licensed exporters.
No risk of upstream foreclosure or downstream exclusion has been identified.
c. Conglomerate effects
Hartree’s portfolio, although diversified, is not of a nature to enable tying or bundling practices likely to restrict competition in cocoa, coffee or spices.
Potential efficiency gain
Council took into account the parties’ post-transaction strategy of the new entity and the dynamics of the relevant market, which shows that the merger is likely to generate efficiency gains while also helping to mitigate certain potential risks for the sector and for producers. As part of its strategy, producers may retain the freedom to contract with multiple buyers, which constitutes a safeguard against any abusive pricing practices.
V.2. Views of third parties
Competitors did not oppose the transaction and confirmed that competition will remain strong due to the continued presence of large multinationals.
Consumers and industrial processors expressed confidence that the transaction will enhance the reliability of supply chains, particularly in a context of high global price volatility.
VI. REVIEW AND CONCLUSION OF THE COUNCIL
The Council concludes that the proposed acquisition does not substantially lessen competition within the ECOWAS Common Market.
The transaction could lead to efficiency gains in line with the elements highlighted in the parties’ post-merger strategy.
DECIDES
Article 1 – Authorisation
The acquisition of Touton S.A. by Hartree Bidco (UK) Limited is approved 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 ECOWAS Official Journal.
Done at Abuja, this day of 16 December 2025
FOR THE COUNCIL OF ERCA
Dr Juliette TWUMASI-ANOKYE
THE CHAIRPERSON