DECISION: ACQUISITION OF MULTICHOICE GROUP BY CANAL+

Published On - August 11, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.08/08/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY CONCERNING THE ACQUISITION OF MULTICHOICE GROUP BY CANAL+

 

The Council of the ECOWAS Regional Competition Authority,

MINDFUL of Supplementary Act A/SA.1/12/08 adopting of 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 (ERCA);

MINDFUL of Supplementary Act A/SA.3/12/21 amending Supplementary Act A/SA.2/12/08 on the establishment, powers and functioning of ERCA;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of ERCA;

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 ERCA relating to its Council, in its Article 12 (3.d);

MINDFUL of the notification letter from Canal+ Group and MultiChoice dated 24 March 2025 and the supporting documents registered under number 1221;

HAVING HEARD the Secretary of the Council during its session of 04 August 2025 on the facts, the procedures and the findings of the proposed acquisition;

 

CONSIDERING THE FOLLOWING:

 

I. FACTS AND PROCEDURE

I.1 Notification

  1. In accordance with the provisions of Supplementary Act A/SA.1/12/08 and Regulation C/REG.23/12/21, Canal+ Group SAS notified the ECOWAS Regional Competition Authority (ERCA) of its intention to acquire up to 100% of the shares in MultiChoice Group Limited (MCG), of which it already held 45.2%. The notification was filed on 24 March 2025 and deemed complete by ERCA on 2 May 2025 following fulfilment of applicable conditions.

I.2 The Acquisition operation

  1. The transaction involves the acquisition of exclusive control of MCG by Canal+ in the audiovisual (AV) services distribution sector, notably through pay-TV platforms such as DStv, GOtv, myCANAL, and Showmax, in a common market characterised by linguistic segmentation: French-speaking markets for Canal+ and English-speaking markets for MCG.

 

II. ASSESSMENT OF THE MARKET IMPACT OF THE TRANSACTION

II.1 Overview of the market structure

  1. The audiovisual market in the ECOWAS Common Market comprises two main segments:
  • Wholesale provision of AV content;
  • Retail provision of AV services (linear or Over-The Top – OTT).
  1. Distribution is carried out via satellite (DTH), Digital Terrestrial Television (DTT), and internet (OTT), with a vertically integrated structure and growing competition driven by new digital entrants.

II.2 Information on services provided in the region

  1. Canal+ operates mainly in Francophone countries, while MCG is active in Anglophone Member States. Both parties have an established presence in the region, offering complementary services in terms of language and culture mainly in retail distribution of AV content through various channels. They also produce and acquire content for distribution on both wholesale and retail basis through various subsidiaries.

II.3 Market position of the parties in the regional market

  1. Market shares are heavily segmented by language, with limited overlap in most cases ERCA findings indicate the following market shares:
  • Canal+: an estimate of over 70% in several Francophone States;
  • MCG: an estimate of over 50% in Anglophone countries such as Nigeria and Ghana.
  1. The merger will not lead to significant changes (about 1%) in the respective share of the merging parties in their present geographic markets (Francophone and Anglophone).
  2. However, the merger will result in a consolidated market share of over 60% at the community level, making Canal+ a dominant provider of audiovisual services across the ECOWAS region in accordance with Enabling Rule PC/REX.1/01/24.

II.4 Competitive dynamics: key competitors

  1. Major competitors are both continental and global, including StarTimes, Orange, Netflix, Amazon Prime, New World TV, and various free-to-air (FTA) providers. These players offer competitive services via OTT or DTT. The estimated HHI index is more than 3,500 which indicates a concentrated market.
  2. However, innovation and changes in businesses models have resulted in creation of a dynamic market, in which new competitors are eroding the market shares of the legacy operators.

II.5 Sector regulation

  1. The sector is governed by both national and regional licensing regimes. OTT services are less regulated, allowing easier market entry. Specific rules apply to consumer protection, cultural sensitivity and conditional access to content in some segments of the relevant market.

II.6 Definition of the relevant market

a. Product market

12. The product market primarily consists of Pay-TV, content production and acquisition, and digital entertainment services including retail and wholesale AV content services such as: Linear Pay-TV (satellite and DTT), OTT/VOD streaming, Hardware (decoders, smart boxes), original and aggregated content,

b. Geographic market

13. The geographic market is regional, covering ECOWAS Member States though, segmented by language (French and English).

 

III. CONCLUSION

III.1 Legal Analysis

a. Applicable Legal Framework

14. The legal framework for the control of mergers and acquisitions within ECOWAS is based on two fundamental texts:

  • Supplementary Act A/SA.1/12/08 of 19 December 2008, on Community Competition Rules;
  • Regulation C/REG.23/12/21 of 10 December 2021, on mergers and acquisitions within ECOWAS.
  1. The evaluation follows the modalities set out in implementing instruments, particularly the Implementing Regulation PC/REX.1/01/24 and the Guidelines on mergers and acquisitions.
  2. According to the above provisions, ERCA is competent to examine any merger or acquisition that:
  • is likely to have anti-competitive effects in one or more Member States;
  • may affect trade or investment between ECOWAS Member States;
  • involves companies operating in more than one Member State within the common market.
  1. These provisions aim to prevent any merger or acquisition from hindering, restricting or distorting competition within the common market, or harming intra-community trade and consumer welfare.

b. Admissibility of the Notification

18. The notification submitted by the parties was assessed based on established legal criteria. The following conditions were met:

  • Both parties (Canal+ and MCG) operate in at least two ECOWAS Member States;
  • Their combined turnover within the common market exceeds 20 million Units of Account (UA).
  1. These conditions being fulfilled, ERCA has jurisdiction to review the transaction due to:
  • its cross-border nature;
  • the turnover thresholds being exceeded;
  • its potential effects on regional competition.

III.2 Competitive situation in the Market

  1. The competition analysis yielded the following findings:
  • The audiovisual market in the Common Market is concentrated but remains dynamic;
  • The merger does not result in a substantial reduction in competition in the respective segments of the relevant geographic market;
  • Potential exclusionary effects are limited due to linguistic segmentation and the presence of other competitors.
  1. Concerns were raised by some competitors and consumers regarding potential risks of dominance. The assessment identified:
  • Fears of price increases;
  • Consolidation of the position of the merging parties across the regional markets;
  • Risks of entry barriers in specific segments of the market;
  • A potential reduction in content diversity, especially in sporting and cultural diversity.

.

  1. ACCORDINGLY, the Council having considered the mixed effects of the proposed transaction, endorses the assessment conducted by the Secretariat which demonstrates that the transaction could lead to strengthening of existing dominant position within the region, which could be mitigated by behavioural commitments from the parties, and structured post-merger monitoring.

 

DECIDES

 

Article 1: Approval

1.1. The acquisition of MultiChoice by the Canal+ Group is approved conditionally.

1.2. The merged entity must comply with the commitments set out in Article 2 of this Decision, as agreed between the Canal+ Group and ERCA.

 

Article 2: Post-Transaction Monitoring and Safeguards

2.1. Guarantee of Consumer Choice and Content Diversity

2.1.1. To ensure the continued availability of consumer choice and content diversity, Canal+ shall maintain the ongoing provision of a variety of retail audiovisual (AV) services in the Common Market, reflecting the diverse preferences of the regional audience.

2.1.2. For a period of three (3) years, Canal+ shall maintain a diverse retail AV offering, including:

a) A range of content tailored to both Francophone and Anglophone consumers;

b) The preservation of the Parties’ existing distribution network.

2.1.3. To monitor implementation of this commitment:

a) Canal+ shall notify ERCA of the effective implementation date of the merger within twenty (20) business days;

b) Canal+ shall submit to ERCA, within sixty (60) business days following each anniversary of the implementation date, for three (3) years, a compliance report (with supporting documents), detailing:

  • The types of content made available in the Parties’ AV retail services in the Common Market;
  • Confirmation that no reduction has occurred in the variety or accessibility of Francophone or Anglophone content;
  • A description of the distribution network used to deliver the services and its evolution during each reporting period.

c) The report may also identify any difficulties encountered in implementing the commitment and the corrective measures adopted.

2.2. Compliance with Competition Rules

Canal+ shall comply with the competition rules in force within the Common Market and refrain from any conduct likely to hinder market functioning or restrict competition.

2.3. Pre-notification of Price Change

Canal+ shall notify ERCA at the same time as required by national laws of the affected Member States, of any price changes for the purpose of continue monitoring of market dynamics.

2.4. General Provisions

2.4.1. In the event of implementation difficulties, Canal+ may request an adjustment of timelines or modalities from ERCA.

2.4.2. ERCA reserves the right to modify, suspend or waive any or all commitments should there be a material change in economic, legal, or market conditions.

 

Article 3: Entry into Force, Notification and Publication

This Decision shall enter into force on the date of its signature. It shall be notified to the parties concerned and published in the Official Journal of the Community.

 

 

Done in Dakar, 04 August 2025

 

FOR THE COUNCIL OF ERCA

 

Dr Juliette TWUMASI-ANOKYE

THE PRESIDENT