Decision: ACQUISITION OF SIERRA LEONE BREWERY LIMITED BY AFRICAN BOTTLING GROUP ABG LIMITED

Published On - November 11, 2025

Registry ERCA Compendium of Decisions

DECISION No. EC/D.16/11/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF SIERRA LEONE BREWERY LIMITED BY AFRICAN BOTTLING GROUP ABG LIMITED

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

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 African Bottling Group ABG Limited and Sierra Leone Brewery Limited (SLBL) dated 12 September 2025, registered under Case File No. ERCA/MA/2000/2025;

HAVING HEARD the Secretary during the ERCA Council session of 5th November 2025 on the facts, procedures, and findings of the transaction evaluation;

 

CONSIDERING THE FOLLOWING:

FACTS AND PROCEDURE

I.1. The Notification

By letter dated 12 September 2025, African Bottling Group ABG Limited, a BVI entity, notified the ECOWAS Regional Competition Authority (ERCA) of its intention to acquire 98.07% of the share capital of Sierra Leone Brewery Limited (SLBL), previously held by Heineken International B.

The notification was made pursuant to Article 2 of Regulation C/REG.23/12/21 on mergers and acquisitions and was declared complete on 10 October 2025. It was duly published in the ECOWAS Official Journal (Vol. 9, October 2025), the ERCA website, and communicated to relevant national competition authorities.

The evaluation of the transaction was carried out by the ERCA Executive Directorate in accordance with Regulation C/REG.23/12/21, which prescribe the assessment of the transaction’s impact on competition, consumer welfare, and regional economic integration.

I.2. The Acquisition Operation

The transaction consists of the acquisition by African Bottling Group ABG Limited of 98.07% of the shareholding in SLBL, conferring upon ABG sole control of SLBL’s management and operations. Following the acquisition, SLBL becomes a subsidiary within the ABG Group’s network of beverage companies active in West Africa.

The acquisition aims to integrate SLBL’s long-standing brewing operations and distribution network in Sierra Leone into ABG’s extensive soft drink and malt beverage operations across ECOWAS Member States.

I.3. The Parties to the Transaction

ABG Limited, the acquirer, is a key regional player in the beverage industry, producing and distributing soft drinks, mineral water, and malt beverages in several ECOWAS countries. It operates bottling plants under licenses from The Coca-Cola Company and holds leading market positions in Ghana and

SLBL, the target company, is a Sierra Leonean public limited company founded in 1961 and historically owned by the Heineken Group. It produces and markets beer, malt beverages, and soft drinks. It employs over 300 people and commands approximately 65–70% of the Sierra Leonean beer market.

COMPETITIVE ASSESSMENT

Jurisdiction of ERCA

The notification of the acquisition of SLBL by ABG falls under the jurisdiction of ERCA, in accordance with the provisions of Supplementary Act A/SA.1/12/08 relating to Community competition rules and Regulation C/REG.23/12/21 on mergers and acquisitions within the ECOWAS region.

The following assessment establishes the material, territorial, and turnover criteria that confer jurisdiction to ERCA in the examination of this transaction.

Material Scope

The material scope of ERCA’s jurisdiction is defined under Article 7 of Supplementary Act A/SA.1/12/08, which provides that any merger, acquisition, or concentration between undertakings operating within the Community and capable of affecting trade between Member States falls within the competence of ERCA.

In the present case, the transaction constitutes an acquisition of control as ABG Limited intends to acquire 98.07% of the share capital of SLBL previously held by Heineken International B.V., thereby obtaining sole control over the target company.

Territorial Scope

Pursuant to Article 2 of Regulation C/REG.23/12/21, ERCA has jurisdiction over mergers and acquisitions involving undertakings operating in two or more ECOWAS Member States or where the transaction is likely to affect intra-Community trade.

Both ABG Limited and SLBL are present in more than one Member State:

ABG Limited operates in at least five ECOWAS Member States – Sierra Leone, Ghana and Liberia – through subsidiaries engaged in the production and distribution of beverages.

SLBL, although based in Sierra Leone, is part of a regional distribution network and exports part of its production to neighboring markets, notably Guinea and Liberia.

Accordingly, the transaction falls within the territorial jurisdiction of ERCA, as it concerns undertakings whose activities extend beyond a single national market.

Turnover Threshold

Under Article 1(3) of Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24, a merger or acquisition is subject to notification to ERCA when the combined aggregate turnover of the undertakings concerned in the Community equals or exceeds twenty (20) million Units of Account (UA).

The combined turnover of the parties therefore far exceeds the Community threshold, thereby satisfying the financial criterion for notification.

Relevant Market Definition

The relevant product market encompasses the production and distribution of alcoholic and non-alcoholic beverages.

For the purpose of this analysis, ERCA classifies the segments of the relevant product market as:

Beer;

Alcoholic beverages (excluding beer);

Malt-based Non-Alcoholic Beverages (NABs);

Carbonated Soft Drinks / Juices / Energy Drinks.

The relevant geographic market is primarily Sierra Leone, but given cross-border trade and ABG’s regional operations, the analysis extends to neighboring ECOWAS Member States, notably Guinea and

Market Structure and Dynamics

The beverage market in the ECOWAS region is highly concentrated, characterised by the coexistence of a few large multinational players.

Key structural features include:

Oligopolistic configuration, with fewer than five major undertakings controlling more than 70 % of total beverage production and distribution;

High barriers to entry, stemming from the capital intensity of industrial and logistics infrastructure, regulatory requirements for alcohol licensing, and the need for extensive distribution networks;

Strong brand loyalty, particularly in the beer and soft drink segments, which limits inter-brands substitutability; and

Vertical integration, whereby leading companies manage production, bottling, marketing, and distribution internally.

The beverage market in Sierra Leone is dominated by SLBL in the Beer and Malt-based Non-Alcoholic Beverages, and by ABG and other international bottlers in the Carbonated Soft Drinks / Juices / Energy Drinks.

III. CONCLUSION

1. Legal assessment

Legal Basis

The review was conducted pursuant to:

Article 7 of Supplementary Act A/SA.1/12/08 on competition rules within ECOWAS;

Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24 which govern merger control procedures and substantive assessment criteria.

Legal Qualification

The transaction qualifies as a notifiable concentration under Regulation C/REG.23/12/21, as it entails a change of control from Heineken International B.V. to ABG Limited.

Assessment of the Competitive Situation in the Relevant Market

The assessment of the beverage sector in Sierra Leone confirms that the notified transaction does not worsen the high level of concentration in the relevant product markets and unlikely to adversely affect competition in the wider ECOWAS Common Market.

Market share estimates show that the parties’ activities do not overlap horizontally in Sierra Leone. SLBL operates in beer and malt-based non-alcoholic beverages (NABs), while ABG, through its subsidiary GVR Bottlers Company Ltd., is active in carbonated soft drinks (CSDs), juices, and alcoholic energy drinks. The combination does not lead to change in the concentrated level in any of the identified relevant product’s markets. The analyse also shows that there is minimum impact in other ECOWAS countries.

Barriers to entry, while significant in terms of capital and regulatory licensing, the regional market, including Sierra Leone, has witnessed the entry of new players, especially in the non-alcoholic beverages. There is moderate risk of post-merger entity leveraging its distribution network to further consolidate a market position across the different market segments.

The transaction is expected to yield efficiency gains, notably through the modernization of SLBL’s facilities, shared logistics, and the transfer of technical know-how and quality standards from ABG’s regional network. Such efficiencies are likely to benefit consumers through improved product availability, lower distribution costs, and sustained investment.

Accordingly, the Council concludes that the acquisition is not likely to lead to a substantial lessening of competition in Sierra Leone or in the wider ECOWAS Common Market with appropriate remedies in place. The transaction is therefore compatible with Article 7 of the Supplementary Act A/SA.1/12/08 on the rules for the implementation of Community competition policy.

Views of Third Parties

Competitors’ feedback: Most of the respondents expressed concern over potential loss of market share and reduced access to distribution channels, however they indicated confidence in their ability to remain competitive.

Consumers’ feedback: the products of the merging parties are widely accepted by consumers, however they expressed concern about potential price increases; but anticipate improved product range and service quality.

COUNCIL’S CONSIDERATION AND CONCLUSION

The ERCA Council, after reviewing the Evaluation Report of the Executive Directorate, concludes as follows:

  • The merger could lead to increased production efficiency, improved product quality, and potential consumer welfare gains.
  • While the ABG–SLBL merger does not substantially lessen effective competition in the ECOWAS Common Market a moderate adverse impact on competition may arise in Sierra Leone;
  • The potential adverse impact on competition could be addressed through appropriate remedies.
  1. Therefore, the Council concludes that the merger should be authorized with conditions.

 

DECIDES

 

Article 1 – Authorization of the Transaction

1.1. The acquisition by African Bottling Group Limited (ABG) of Sierra Leone Brewery Limited (SLBL) is hereby authorized subject to the condition set out in paragraph 1.2 below.

1.2. The merged entity shall desist from imposing exclusivity arrangements in the distribution network likely to foreclose access for existing and potential competitors to the relevant product markets in Sierra Leone.

Article 2 – Post-Transaction Monitoring and Safeguards

The Executive Directorate of ERCA shall monitor compliance with the condition in Article 1(1.2) of this Decision.

Article 3 – Entry into Force

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

 

Done at Monrovia, this 6th day of November 2025

 

FOR THE ERCA COUNCIL

 

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON