DECISION No. EC/D.31/07/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF ASIA AFRICA RUBBER INDUSTRY S.A. (ASAF) BY PANASIA INTERNATIONAL FZCO

Published On - July 20, 2026

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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 notification submitted by Panasia International FZCO and ASAF dated 28

April 2026, registered under Case File No. ERCA/MA/3722/2026;

HAVING HEARD the Secretary of the Council during its session of 08 July 2026;

I.   FACTS AND PROCEDURE

I.1   Notification

  1. On the basis of the applicable ECOWAS Community merger control framework, Panasia International FZCO duly notified the ECOWAS Regional Competition Authority (ERCA) of its intention to acquire sole control of Asia Africa Rubber Industry Société Anonyme (ASAF). The notification relates to the acquisition of the  entirety of the share capital of ASAF.
  2. Following submission of the notification, the ERCA Secretariat undertook an initial completeness review in accordance with the applicable procedural rules. The notification file was deemed complete, and as such, the transaction was formally registered under Case File No. ERCA/MA/3722/2026.
  3. In line with the transparency requirements of ECOWAS merger control procedures, the transaction was subsequently published, allowing interested stakeholders and third parties to submit observations where appropriate. No procedural objections were raised regarding the admissibility or completeness of the notification.

I.2   Transaction

  1. The notification consists of a full acquisition by Panasia International FZCO of 100% of the share capital and voting rights of Asia Africa Rubber Industry Société Anonyme (ASAF), thereby conferring sole control of ASAF to the acquiring undertaking.
  2. As a result of the transaction, ASAF will become a wholly owned subsidiary of Panasia International FZCO. Control will be exercised exclusively by the acquirer, which will be responsible for determining ASAF’s strategic, commercial and operational decisions following the completion of the transaction.
  3. The transaction is part of a broader investment and diversification strategy pursued by the acquiring group, aimed at strengthening its presence in agro-industrial value chains within West Africa and integrating complementary industrial activities into its global portfolio.

I.3   Parties

  1. Panasia International FZCO is an investment holding company operating within the agricultural and agrifood value chains. Through its corporate group structure, it is active in sourcing, processing, trading, and logistics management of agricultural commodities. Within the ECOWAS region, its activities are mainly conducted through subsidiaries engaged in wheat milling, food production, and animal feed manufacturing.
  2. Asia Africa Rubber Industry Société Anonyme (ASAF) is an Ivorian industrial company specialised in the processing of natural rubber into technically specified rubber (TSR 10). The company operates a single production facility located in Côte d’Ivoire and directs the entirety of its production towards export markets outside the ECOWAS Common Market, with no commercial operations in other Member States.

II.   JURISDICTION OF ERCA

  1. The proposed transaction constitutes a merger within the meaning of ECOWAS Community Competition Rules, insofar as it results in a lasting change of control over ASAF through the acquisition of sole control by Panasia International FZCO.
  2. Given the turnover of the parties and the cross-border nature of their activities within the ECOWAS region and beyond, the transaction meets the applicable thresholds for notification and review under ECOWAS merger control regulations.
  3. Accordingly, ERCA is competent to assess the transaction’s compatibility with the ECOWAS Common Market, in particular, with regard to its potential effects on competition, market structure, and economic efficiency.

III.   MARKET DEFINITION

  1. The relevant product markets identified for the purposes of the assessment are, on the one hand, the markets for agricultural and agrifood products in which Panasia International FZCO operates, and, on the other hand, the market for the industrial processing of natural rubber into technically specified rubber (TSR), in which ASAF is active.
  2. These product markets are structurally distinct and non-substitutable, as they serve fundamentally different industrial uses and customer bases, with no demand-side or supply-side interchangeability between them.
  3. From a geographic perspective, the agricultural and agrifood activities of Panasia are primarily situated within certain ECOWAS Member States, notably Senegal, and extend across regional supply and distribution networks. In contrast, ASAF’s natural rubber processing activities are geographically concentrated in Côte d’Ivoire and oriented almost entirely toward international export markets.
  4. Consequently, the relevant geographic market is defined to encompass the ECOWAS Common Market for agrifood activities with  an international/global market dimension for processed natural rubber.

IV.  MARKET STRUCTURE

  1. The natural rubber processing market in Côte d’Ivoire is characterised by the presence of several established industrial operators with significant processing and export capacities. These include SAPH, RARE, SKCI, EXAT, Golden Rubber, and ASAF.
  2. The market structure is generally considered competitive, with multiple players operating at similar levels of production capacity and competing for access to raw materials as well as international buyers.
  3. There is no evidence to indicate the existence of a dominant operator capable of exercising unilateral market power, and competitive constraints remain effective across the sector.
  4. In addition, there is no ECOWAS-wide overlap between the activities of the parties, as Panasia operates in agrifood value chains while ASAF is exclusively active in rubber processing. The parties therefore operate in separate and non-intersecting markets within the Community.

 

V.  COMPETITIVE ASSESSMENT

V.1  Effects of the operation

  1. The assessment of the competitive effects of the transaction indicates that the operation does not give rise to horizontal overlaps, as the parties are not active in the same relevant product markets.
  2. Similarly, no vertical relationships have been identified between the activities of Panasia International FZCO and ASAF that could result in input foreclosure, customer foreclosure, or any other restrictive vertical effects.
  3. Any conglomerate effects potentially arising from the diversification of activities are considered limited in scope and neutral in impact, given the absence of commercial interdependence between the parties’ respective business lines.

V.2  Third-party views

  1. Consultation with third parties, including competitors and market participants, reveals an overall neutral to positive perception of the transaction.
  2. Respondents generally consider that the entry of a financially strong international investor may enhance ASAF’s operational efficiency, industrial capacity, and export performance.
  3. No substantiated concerns were raised regarding a potential restriction of competition or the emergence of market power resulting from the transaction.

VI.  CONCLUSION

  1. In light of the foregoing analysis, the transaction is not likely to significantly lessen competition within the rubber processing sector of ECOWAS Common Market.
  2. The absence of horizontal overlap, the lack of meaningful vertical integration between the parties, and the lack of any conglomerate effects all support the conclusion that the transaction is not likely affect market structure or competitive dynamics.
  3. On the contrary, the transaction is expected to generate efficiency gains, particularly through improved operational capacity and enhanced industrial integration of ASAF within a broader agro-industrial group, without distorting competition.

 

DECIDES

Article 1 – Authorisation

The acquisition of ASAF by Panasia International FZCO is approved unconditionally.

Article 2 – Monitoring

As part of its general market oversight mandate, the Executive Directorate of ERCA shall monitor the post-transaction activities to ensure that the post-merger entity’s business strategy remains consistent with the principles of free competition in the ECOWAS 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 Accra, the 08th day of July 2026

FOR THE ERCA COUNCIL

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON