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DECISION No. EC/D.15/11/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF TOYOTA GHANA LIMITED COMPANY (TGLC) BY TOYOTA TSUSHO MANUFACTURING GHANA CO. LIMITED (TTMG)
THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,
MINDFUL of Supplementary Act A/SA.1/12/08 adopting the 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 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 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, and in particular its Article 12(3)(d);
MINDFUL of the joint notification submitted by Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG) and Toyota Ghana Limited Company (TGLC) dated 29 August 2025, registered under Case File No. ERCA/MA/1990/2025;
HAVING HEARD the presentation of the Secretary of the Council during its session of 4 November 2025 on the facts, procedures and findings of the transaction evaluation;
WHEREAS, in accordance with Article 2 of Regulation C/REG.23/12/21, the ECOWAS Regional Competition Authority (ERCA) is mandated to assess mergers and acquisitions that have a regional dimension, in order to ensure that they do not impede effective competition within the Common Market or harm consumer welfare;
AFTER EXAMINING the facts, procedures, findings and conclusions of the Secretariat contained in the merger review report, and the recommendations submitted for consideration by the Council during its session of 4th November 2025;
CONSIDERING THE FOLLOWING:
FACTS AND PROCEDURE
The Notification
By a letter dated 29 August 2025, Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG) and Toyota Ghana Limited Company (TGLC) jointly notified the ECOWAS Regional Competition Authority (ERCA) of their proposed acquisition transaction.
The transaction involves the acquisition by TTMG of the distribution business, assets and operations of TGLC, resulting in TTMG obtaining sole control over the distribution of Toyota-branded and Hino-branded vehicles, as well as associated after-sales and spare parts services in Ghana.
The notification was submitted pursuant to the provisions of Regulation C/REG.23/12/21 and ERCA’s Merger Guidelines. Following the verification of completeness, the notification was registered under Case File No. ERCA/MA/1990/2025. The transaction was subsequently published in the ECOWAS Official Journal (Volume 8, September 2025), on the ERCA website, and in the concerned Member State (17 September 2025), in compliance with procedural transparency requirements.
The Parties to the Transaction
The Acquirer, Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG), is a company incorporated under the laws of Ghana in 2020. It is a wholly owned subsidiary of CFAO S.A.S., a French company that is part of the global Toyota Tsusho Corporation Group. TTMG operates an assembly plant in Tema (Ghana) that assembles Toyota- and Suzuki-branded vehicles under Ghana’s Automotive Development Policy (GADP).
The Target, Toyota Ghana Limited Company (TGLC), is the authorized distributor of Toyota and Hino vehicles in Ghana. TGLC’s business includes the importation, retail distribution, and after-sales services for Toyota and Hino vehicles, alongside spare parts sales and maintenance operations.
The proposed acquisition therefore consolidates Toyota’s upstream manufacturing and downstream distribution under a single corporate entity, TTMG, effectively integrating production, importation, and retail distribution operations within Ghana.
Nature of the Transaction
The proposed transaction is structured as an asset purchase agreement signed on 15 August 2025. It entails the transfer of all operational, commercial and logistical assets of TGLC to TTMG, including personnel, dealership contracts and customer service facilities.
This integration aligns with Toyota’s global strategy of consolidating assembly and distribution activities in emerging markets, and with the Government of Ghana’s Automotive Development Policy, which seeks to promote local assembly and reduce import dependency.
COMPETITIVE ASSESSMENT
Jurisdiction of ERCA
Material Scope
Under Article 2 of Regulation C/REG.23/12/21, the transaction constitutes a merger since it results in the durable change of control over TGLC by TTMG.
Territorial Scope
Although the immediate effects of the transaction are national (Ghana), the activities of the parties extend across several ECOWAS Member States through distribution networks and CFAO affiliates, thereby conferring a regional dimension.
Turnover Threshold
The combined turnover of the merging parties exceeds the 20 million Units of Account (UA) threshold established by Enabling Rule PC/REX.1/01/24, thereby fulfilling the jurisdictional criteria for ERCA review.
Relevant Markets
Product Market
The relevant products markets comprise the assembly and retail distribution of the following:
new passenger cars,
commercial vehicles such as buses and trucks, and
spare parts and after-sales services.
The ERCA Council adopted a functional approach in classifying these products as constituting different relevant products markets.
Geographic Market:
The primary geographic market is Ghana, where both the acquirer and the target operate. However, due to the cross-border distribution of parts, vehicles, and regional dealer networks under ECOWAS trade liberalization rules, the transaction also has a secondary regional relevance in ECOWAS.
Market Structure and Dynamics
The Ghanaian automotive industry is competitive with Toyota as one of the leading brands. The ECOWAS market is also competitive, with strong brands such as Nissan, Volkswagen, Hyundai, and KIA maintaining local assembly plants or regional distribution hubs.
The proposed merger transforms TTMG’s presence from a partially integrated to a fully vertically integrated operation, combining its assembly capacity with TGLC’s retail network in Ghana. The integration is expected to yield efficiency gains, particularly in logistics, supply chain coordination, and local content development.
III. CONCLUSION
1. Legal assessment
Under the applicable Community legal framework, the transaction satisfies the definition of a Merger and falls within ERCA’s jurisdiction.
The assessment found no evidence of substantial lessening of competition within the meaning of Article 7 of the Supplementary Act A/SA.1/12/08.
The Council therefore concludes that the merger is compatible with the ECOWAS Common Market, as it promotes local industrialization in line with GADP and ECOWAS Automotive Industrial Policy (EAIP), supports regional trade integration, and benefits consumers through improved service standards.
Assessment of the Competitive Situation in the Relevant Market
After examining the information provided by the notifying parties and the Secretariat’s findings, the Council notes that the transaction does not give rise to any significant restriction of competition in Ghana and within the ECOWAS Common Market.
The integration of TTMG and TGLC essentially links upstream assembly operations with downstream distribution and after-sales services, resulting in a vertically integrated structure.
Although vertical integration may increase the risk of foreclosure, exclusionary conduct, and restrictions in the aftermarket, the presence of strong competitors ensures that the market remains contestable.
Furthermore, the openness of Ghana’s and the ECOWAS automotive markets continues to facilitate the entry of new brands and preserve effective competition.
3. Views of Third Parties
Competitors
Sixty percent (60%) of the respondents to the survey foresee potential strengthening of TTMG’s market position. However, most agreed that the transaction is unlikely to have significant adverse effect on competition due to the existing inter-brands competition.
Consumers
Feedback from consumers indicate mixed expectations: 55% anticipate improvements in quality and service, while 68% express concern over possible price increases. However, a large majority (82%) believe the merger would enhance service delivery and vehicle availability.
CONSEQUENTLY, the Council endorses the assessment of the Secretariat that the notified transaction is unlikely to impede effective competition or harm consumer welfare in Ghana and within the ECOWAS Common Market, and
DECIDES
Article 1 – Approval
The ERCA Council hereby approves unconditionally the acquisition of Toyota Ghana Limited Company (TGLC) by Toyota Tsusho Manufacturing Ghana Co. Limited (TTMG), in accordance with Regulation C/REG.23/12/21.
Article 2 – Post-Transaction Monitoring
2.1. As part of its general market oversight mandate, the Executive Directorate of 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 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 4th day of November, 2025
FOR THE ERCA COUNCIL
Dr. Juliette TWUMASI-ANOKYE
THE CHAIRPERSON