DECISION No. EC/D.26/04/26 OF THE ECOWAS REGIONAL COMPETITION AUTHORITY COUNCIL REGARDING THE JOINT ACQUISITION OF ANSAMBLE MAROC, AMMAN & CO AND WIND HOLDING BY RETAIL HOLDING AND AMETHIS MENA FUND II S.C.A., SICAV-RAIF

Published On - April 16, 2026

Registry ERCA Compendium of Decisions

DECISION No. EC/D.26/04/26 OF THE ECOWAS REGIONAL COMPETITION AUTHORITY COUNCIL REGARDING THE JOINT ACQUISITION OF ANSAMBLE MAROC, AMMAN & CO AND WIND HOLDING BY RETAIL HOLDING AND AMETHIS MENA FUND II S.C.A., SICAV-RAIF

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of the 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 Retail Holding and Amethis MENA Fund II S.C.A. dated 5 February 2026, registered under case number ERCA/MA/3265/2026;

HAVING HEARD the Secretary of the Council during its session of 7 April 2026, on the facts, procedures, and conclusions of the evaluation of the proposed acquisition;

 

CONSIDERING THE FOLLOWING

  1. FACTS AND PROCEDURE

I.1. The Notification

  1. On 5 February 2026, the ECOWAS Regional Competition Authority (ERCA) received a merger notification from Retail Holding and Amethis MENA Fund II S.C.A. regarding their proposed acquisition of the entire share capital and voting rights of Ansamble Maroc, Amman & Co, and Wind Holding.
  2. In accordance with procedural requirements set out in Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24 on mergers, the notification was formally registered under case number ERCA/MA/3265/2026, and subsequently published on the ERCA website, in the ECOWAS Official Journal (Volume 14, February 2026), and in the relevant ECOWAS Member States.
  3. The Executive Directorate conducted a thorough assessment based on the documents submitted by the parties, market data, responses to questionnaires sent to competitors and clients, and consultations with national competition authorities.

I.2. The Transaction

  1. The transaction consists of the acquisition of 100% of the share capital and voting rights of Ansamble Maroc, Amman & Co, and Wind Holding by Retail Holding and Amethis MENA Fund II S.C.A., SICAV-RAIF.
  2. Pursuant to the signed Share Purchase Agreement, upon completion of the transaction, Retail Holding will hold 81.25% of the capital, while Amethis MENA Fund II S.C.A. will hold 18.75%, both parties exercising joint control over the target.
  3. The transaction is part of a strategy to strengthen the financial, organisational, and operational capacities of the target companies to support their development and regional expansion.

I.3. The Parties

  1. The Acquirers:
  2. Retail Holding is a Moroccan company active in retail, services, and strategic investments, with an indirect presence in several ECOWAS Member States.
  3. Amethis MENA Fund II S.C.A., SICAV-RAIF is a Luxembourg-based investment fund specialised in growth capital, not conducting direct operational activities within ECOWAS but acting as a strategic investor.
  4. The acquirers possess financial capabilities and expertise in corporate governance and strategic business support.
  5. The Targets:
  6. Ansamble Maroc and Amman & Co are primarily active in collective catering, facility management, and related services.
  7. Wind Holding, through its Senegalese subsidiary Alizés, carries out industrial cleaning activities in Senegal, representing the main operations within ECOWAS.
  8. ERCA JURISDICTION

II.1. Subject-Matter Jurisdiction

  1. The transaction involves the acquisition of exclusive control and therefore constitutes a merger/acquisition within the meaning of ECOWAS Regulation C/REG.23/12/21.

II.2. Territorial Scope

  1. Both parties carry out economic activities in more than two ECOWAS Member States. The transaction thus has a regional dimension requiring ERCA’s review.

II.3. Turnover Threshold

  1. The combined ECOWAS turnover of the parties exceeds the thresholds set out in Article 5 of Regulation C/REG.23/12/21.
  2. ERCA therefore has jurisdiction to examine and rule on the proposed transaction.

III. DEFINITION OF THE RELEVANT MARKET

III.1. Product Market

  1. The relevant market is the industrial cleaning services market, including cleaning and maintenance services for professional and institutional clients.

III.2. Geographic Market

  1. The relevant geographic market is primarily national, corresponding to the territory of Senegal, where competitive conditions are homogeneous and where the target’s activities are concentrated.
  2. However, the market potentially has a regional dimension within ECOWAS, due to mobility of some service providers, the presence of clients operating regionally, and cross-border expansion strategies.
  3. These regional interactions remain limited and do not challenge the definition of a primarily national market for competition analysis purposes.
  4. MARKET STRUCTURE AND DYNAMICS
  5. The industrial cleaning market in Senegal is open and dynamic, with significant fragmentation due to the presence of numerous operators, from small local businesses to more structured national or regional service providers.
  6. Market entry is relatively easy, as industrial cleaning does not require particularly high initial investments or complex technologies, although factors such as capacity to handle large tenders, reputation, service quality, and long-term contracts with institutional or industrial clients are differentiating factors.
  7. Demand is primarily driven by industrial companies, public institutions, commercial establishments, and international organisations seeking reliable, regular, high-quality services, usually through recurring contracts, fostering stable business relationships but intensifying competition during contract awards.
  8. Wind Holding, via its Senegalese subsidiary Alizés, is one of several operators in this competitive context, without significant market power. The target benefits from recognition for operational expertise and service quality, positioning itself as a credible player with a moderate market share.
  9. Overall market concentration remains moderate, with no dominant players and market shares dispersed among several companies. Competition is effective, mainly in terms of price, service quality, innovation, and reliability.
  10. Therefore, the transaction is unlikely to significantly alter the competitive structure of the market.
  11. SUMMARY AND CONCLUSION OF COMPETITION ANALYSIS

V.1. Effects on Competition

  1. Horizontal Effects
  2. The transaction does not involve any overlap of activities between the parties in the relevant market.
  3. Vertical Effects
  4. The transaction does not create vertical effects likely to affect competition.
  5. Conglomerate Effects
  6. The transaction does not create conglomerate effects likely to affect competition.
  7. Potential Efficiency Gains
  8. The transaction could strengthen the target’s organisational and financial capacities, improving service quality and market responsiveness without reducing existing competitive intensity.

V.2. Third-Party Observations

  1. Market participants expressed a generally positive view, without significant concerns regarding competition or pricing.
  2. COUNCIL REVIEW AND CONCLUSION
  3. After reviewing the case file and the Executive Directorate’s analysis, the Council finds that the notified transaction does not create or strengthen a dominant position, nor does it substantially lessen competition within the ECOWAS Common Market.
  4. In particular, the assessment shows that the transaction:
  5. does not create or strengthen a dominant position in the relevant market, given market fragmentation and the presence of multiple competitors;
  6. does not significantly alter the existing competitive structure, as the parties’ market shares remain limited and competitive intensity remains high;
  7. poses no risk of anti-competitive effects, whether horizontal, vertical, or conglomerate, in the absence of overlaps or links restricting market access;
  8. is likely to generate pro-competitive effects by strengthening the target’s financial and organisational capacities, improving service quality, and developing more efficient practices.
  9. The Council notes that stakeholder feedback revealed no significant concerns regarding the transaction’s impact on competition, pricing, or market access, reflecting a generally favourable perception, particularly regarding service quality and reliability improvements.
  10. Considering all factors and the regulatory framework on merger control, the Council considers the transaction compatible with the ECOWAS Common Market, as it does not impede normal competitive conditions and may enhance market efficiency.

 

DECIDES

Article 1 – Authorisation

The joint acquisition of Ansamble Maroc, Amman & Co, and Wind Holding by Retail Holding and Amethis MENA Fund II S.C.A., SICAV-RAIF is hereby approved unconditionally.

Article 2 – Post-Transaction Monitoring

2.1.  ERCA shall monitor the post- merger entity to ensure that its 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 signature. It shall be notified to the Parties and published in the ECOWAS Official Journal.

 

Done at Abidjan this day of 7 April 2026

 

FOR THE ERCA COUNCIL

 

 

Dr Juliette TWUMASI-ANOKYE

THE CHAIRPERSON