DECISION: ACQUISITION OF PRIME NUMBERS BY COMPAGNIE TRANSNATIONALE D’INVESTISSEMENT HOLDING (CTIH)

Published On - August 11, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.09/08/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF PRIME NUMBERS BY COMPAGNIE TRANSNATIONALE D’INVESTISSEMENT HOLDING (CTIH)

 

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 the Compagnie Transnationale d’Investissement Holding dated 29 April 2025 and the supporting documents registered under number 1402;

HAVING HEARD the Secretary of the Council during its session of 05 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. By letter dated 29 April 2025, and supporting documents registered under number 1402, ERCA was notified by CTIH of its intention to acquire the company Prime Numbers.
  2. In accordance with Article 2 (1.d) of Regulation C/REG.23/12/21 and related provisions, the notification was published in the ECOWAS Official Journal (Volume 4, June 2025), on ERCA and ECOWAS Commission websites, and in the relevant Member States (on 4 June 2025).

I.2 The Acquisition Transaction

  1. The transaction involves the acquisition of the majority of the share capital of Prime Numbers by CTIH. Prime Numbers is a fintech firm specialising in the creation and management of digital loan portfolios for banks, fintechs, and platforms. CTIH as the Holding Company of the Cofina Group seeks to acquire the majority of the shares of Prime Numbers as part of the Cofina Group’s digital transformation strategy to modernise its business model and strengthen services for Micro, Small and Medium Enterprises (MSMEs).

 

II. MARKET IMPACT ANALYSIS

II.1 Market Structure Overview

  1. The transaction relates to financial services markets (meso-finance, traditional banking for CTIH) and digital technology services applied to finance (for Prime Numbers). The operation is complementary, not horizontal, and affects several ECOWAS Member States.

II.2 Cross-Border Nature of Services

  1. CTIH is active in Côte d’Ivoire, Senegal, Guinea, and Togo. Prime Numbers operates in Senegal, Côte d’Ivoire, Nigeria, Ghana, and Guinea. These services are delivered in high-growth markets, particularly in meso-finance and integrated fintech.

II.3 Market Positioning

  • CTIH holds market shares below 15% in the affected Member States.
  • Prime Numbers holds less than 5% in the emerging digital lending market of the region.
  • Herfindahl-Hirschman Indices (HHI) show moderate market concentration (ranging between 999 and 1841, depending on the country).

II.4 Main Competitors

  1. Key financial market competitors include Baobab Group, Advans, UNACOPPEC, UCCMS, FUCEC TOGO, CRG SA, CPECG, etc. In the fintech segment, competition is fragmented, and the market is still emerging.

II.5 Sector Regulation

  1. Regulation is provided by UMOA in Côte d’Ivoire, Togo and Senegal, and by national laws in Nigeria, Ghana, and Guinea. The digital sector is regulated by national laws and regional data protection frameworks (ECOWAS 2010).

II.6 Relevant Market Definition

a. Product Market

8. The market comprises:

  • For CTIH: financial services (loans, deposits, digital banking);
  • For Prime Numbers: digital loan portfolio management technology services.

b. Geographic Market

9. The relevant market covers ECOWAS Member States where both firms operate: Côte d’Ivoire, Senegal, Guinea, Togo, Nigeria, and Ghana.

 

III. CONCLUSION

III.1 Legal Analysis

a. Applicable Legal Framework

10. 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

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

  • Both parties (CTIH and Prime Numbers) 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 Market Competition Situation

  1. The analysis finds:
  • The market remains broadly competitive with a diverse set of players.
  • The acquisition does not create a dominant position: CTIH remains below the 40% threshold set by Community regulations.
  • The integrated digital financial services market is still in its early stages, with strong growth potential.
  • The HHI index remains below critical thresholds in most cases.
  • The complementary nature of CTIH and Prime Numbers’ services limits anti-competitive risk.
  • Feedback from competitors and consumers was generally positive, highlighting innovation, accessibility, and service quality.
  1. THEREFORE, the Council endorses the evaluation carried out by the Secretariat, which concludes that the acquisition is unlikely to harm competition and consumer welfare in the relevant product or geographic markets.

 

DECIDES

 

Article 1 – Approval

The acquisition of a majority of shares of Prime Numbers by Compagnie Transnationale d’Investissement Holding (CTIH) is hereby approved unconditionally.

Article 2 – Post-Transaction Monitoring

2.1. As part of its general market monitoring mandate, the Executive Directorate of the ERCA shall monitor the post-transaction phase to ensure that the new entity’s business strategy remains consistent with the principles of free competition in the region.

2.2. ERCA shall ensure that the new entity aligns itself with market dynamics and tailors its offerings to the specific needs of consumers in ECOWAS Member States,

Article 3 – Entry into Force, Notification, and Publication

This Decision enters into force on the date of signature. It shall be notified to the parties and published in the ECOWAS Official Journal.

 

 

Done in Dakar, this day of 05 August 2025.

 

FOR THE ERCA COUNCIL

 

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON