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The Council of the ECOWAS Regional Competition Authority,
HAVING REGARD TO Supplementary Act A/SA.1/12/08 adopting the Community Competition Rules
and their application within ECOWAS;
HAVING REGARD TO Supplementary Act A/SA.2/12/08 establishing, attributions and functioning
of the ECOWAS Regional Competition Authority;
HAVING REGARD TO Supplementary Act A/SA.3 /12/21 relating to the amendment of the Additional Act
A/SA.2/12/08 establishing, attributions and functioning of the ECOWAS
Regional Competition Authority;
HAVING REGARD TO Regulation C/REG.21/12/21 establishing the attributions and composition of the Council
of the ECOWAS Regional Competition Authority;
HAVING REGARD TO Regulation C/REG.23 /12/21 on the rules of procedure for
mergers and acquisitions within ECOWAS;
HAVING REGARD TO Regulation C/REG.24/12/21 on the rules of procedure of the
ECOWAS Regional Competition Authority in matters of competition;
HAVING REGARD TO Implementing Regulation PC/REX.1 /01/24 on the Manuals of Procedures of
the ECOWAS Regional Competition Authority relating to its Council, in
its article 12 (3.d);
HAVING REGARD to the letter of referral from EDF International dated January 21, 2025 and the
file documents registered under number 958;
HAVING HEARD the Secretary of the Council, at its session of April 14, 2025
on the facts, procedures and conclusions of the evaluation of the
acquisition project.
CONSIDERING THE FOLLOWING:
I. FACTS AND PROCEDURES
I.1 Notification
1. The matter was referred to the ECOWAS Regional Competition Authority by EDF
International by letter dated January 21, 2025. The letter and the documents in the
file were registered under number 958.
2. In accordance with article 2 (1.d) of Regulation C/REG.23/12/21 and subsequent texts
, the notification relating to the acquisition operation was published
in the Official Journal of the Community (volume 1 of February 2025), on the
websites of the ARCC and the ECOWAS Commission and in
the member states concerned (March 5, 2025).
I.2 The acquisition
3. The planned transaction is currently based on a “Heads of Terms” signed on December 26
2024, which governs the restructuring of EDFI and
BEAM’s stake in Bboxx EDF Togo. A framework agreement will formalize
the terms of the transaction.
4 It mainly concerns two players:
– EDF International (EDFI), the purchaser, a subsidiary of EDF SA ;
– Bboxx EDF Togo SA, the target, a subsidiary of Bboxx Capital France SAS, active
exclusively in Togo in the solar energy sector.
5. Prior to the transaction, Bboxx EDF Togo was equally owned by EDFI and
Bboxx Capital France SAS, the seller.
6. The transaction involves the transfer of the 45% stake held by Bboxx Capital
France to EDFI, which will then hold 95% of the capital of Bboxx EDF Togo, with the
balance being transferred to the Luxembourg company BEAM, a strategic partner
in the energy sector.
7. This acquisition will enable EDF to strengthen its presence in Togo, to better
structure the activities of Bboxx EDF Togo around decentralized solar solutions
and potentially other ECOWAS member states on
this market segment, particularly solar home systems.
II. ANALYSIS OF THE OPERATION’S IMPACT ON THE MARKET
II.1 Overview
8. Available data show that the market for solar solutions,
including photovoltaic kits, is booming. It is driven by a growing demand for clean energy
and the desire of public authorities
to accelerate rural electrification. This dynamism has led to an intensification
of competition, stimulated by public-private partnerships and the strong involvement
of national and regional regulators.
9. In Togo, Bboxx EDF Togo operates mainly in two
market segments: photovoltaic systems and the distribution of
cell phones.
10 Based on estimates, the data available on the
photovoltaic systems segment shows a market split between two main
players as follows:
– BBOXX EDF TOGO ;
– Sun King.
11. It should be noted that the acquirer, EDF INTERNATIONAL, does not operate on this
market.
II.2 Definition of the relevant market
a. Product market definition
12. the market concerned by the transaction is that for stand-alone
photovoltaic solar systems.
13 In the field of rural electrification, these are solar kits sold to
households and small businesses, generally located in areas not connected to the national grid. Players such as Bboxx EDF
Togo, Sun King, Moon and Solergie NV offer
clean energy solutions, often combined with financing and
maintenance services.
b. Geographical scope
14. the competitive analysis focuses on the Togolese market, in particular in
rural and peri-urban areas, where demand for off-grid renewable energy
is concentrated.
15.However, the existence of the acquirer in other member states of the
Community and the planned development strategy of Bboxx EDF Togo
do not exclude the exploration of markets in other West African countries, and
take into account the regional framework with regard to ECOWAS initiatives
in this area.
II.3 Conclusion
II.3.1. Legal analysis
a. Applicable legal framework
16.the regulations in force for the control of mergers and acquisitions
of companies in the ECOWAS region are based on two fundamental texts:
– the Supplementary Act A/SA.1/12/08 of December 19, 2008, relating to the Community
competition rules;
– Regulation C/REG.23/12/21 of December 10, 2021, on mergers
and acquisitions within ECOWAS.
17 In addition, the assessment follows the procedures set out in the implementing instruments
, i.e. Implementing Regulation PC/REX.1/01/24 on
ARCC Manual of Procedures and the Guidelines on mergers and
acquisitions.
18 In accordance with the above provisions, the ARCC is empowered to
examine any merger or acquisition which :
– 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 several countries of the common market.
19 Thus, these texts aim to prevent any merger or acquisition of companies
from hindering, restricting or distorting competition in the common market,
or harming intra-Community trade and the well-being of
consumers.
b. Conditions of admissibility of the notification
20. the submission of the notification of acquisition by the parties was examined in accordance with
the established legal criteria. The following conditions were
met:
– the companies concerned (EDFI and Bbox Togo) operate in at least
two ECOWAS member states;
– the combined sales of the companies concerned in the common
market exceed 20 million Units of Account (UA);
21.These conditions having been met, ARCC’s examination of the transaction is justified.
II.3.2. State of competition
22 The transaction does not appear to raise any major concerns in terms of
competition, given the current structure of the relevant markets.
23 Given the absence of geographic and sectoral overlap, i.e.
the absence of similar activities carried out by EDF International in Togo and in
other countries in the region, the possible negative impact of the transaction on
competition and consumer interests seems limited, at least in the short
term.
24 Strategically, this transaction could strengthen EDFI’s presence
in the West African off-grid energy sector. The
acquisition of Bboxx EDF Togo by EDFI could bring opportunities,
notably in terms of financing, technology and the extension of
rural electrification networks.
25 Consequently, the Board endorses the assessment carried out by the ARCC’s Executive Directorate
, which demonstrates that the transaction is not likely, on the one hand
, to harm competition and, on the other hand, to adversely affect
consumer welfare in the relevant
product and geographic markets, and
DECIDES
Article 1: Approval
The acquisition of Bboxx EDF Togo by EDF INTERNATIONAL is
unconditionally approved.
Article 2: Integration into the dynamics of the regional market
EDF INTERNATIONAL is invited to integrate the dynamics of the market and to
adapt its offers to meet the specific needs of consumers
in ECOWAS member states.
Article 3: Post-operation monitoring
The Executive Management of ARCC is responsible for carrying out post-operation monitoring
to ensure that the implementation of EDF
INTERNATIONAL’s commercial strategy continues to comply with the principles of free competition in the
region.
Article 4: Entry into force, notification and publication
This Decision, which enters into force on the date of signature,
will be notified to the parties and published in the Official Journal of the European Community.
Done at Abuja, 17 April 2025.
FOR THE ARCC BOARD
Mr Adama DIOMANDE
P/ THE PRESIDENT