DECISION: PARTIAL ACQUISITION OF EQUITY SHARES OF PHILLIP HEALTHCARE CORPORATION (PHC) BY MARUBENI GLOBAL PHARMA CORPORATION

Published On - June 6, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.06/05/25 OF THE COUNCIL OF THE REGIONAL COMPETITION AUTHORITY OF ECOWAS REGARDING THE PARTIAL ACQUISITION OF EQUITY SHARES OF PHILLIP HEALTHCARE CORPORATION (PHC) BY MARUBENI GLOBAL PHARMA CORPORATION

 The Council of the Regional Competition Authority of ECOWAS,

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 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 the 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 Marubeni Global Pharma Corporation (“Marubeni”) dated 27 February 2025 and the supporting documents registered under number 1030;

HAVING HEARD the Secretary of the Council during its session of 27 May 2025 on the facts, the procedures and the findings of the proposed acquisition;

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1 The notification

  1. By letter dated 27 February 2025 and supporting documents registered under number 1030, ERCA was notified by Marubeni of its intended acquisition of some of the shares of Philip Healthcare Corporation (PHC).
  2. In accordance with Article 2 (1.d) of Regulation C/REG.23/12/21 and subsequent texts, the notification of the acquisition was published in the Official Journal of the Community (Volume 3, April 2025), on the websites of ERCA and the ECOWAS Commission, and in the relevant Member States on 22 April

I.2. The Acquisition operation

  1. The transaction involves the acquisition of some of the shares of PHC by Marubeni. For purposes of this acquisition, Marubeni has created a subsidiary Marubeni Global Pharma Corporation (“Marubeni”), which will manage the newly acquired shares in PHC. Given that PHC operates warehouses in Lagos and Accra and maintains a liaison office in Côte d’Ivoire for regional coordination, the transaction has a regional dimension subject to the oversight of ERCA under Regulation C/REG.23/12/21.
  2. Although Marubeni does not operate directly in the West African pharmaceutical sector, this acquisition represents a strategic expansion into a complementary field, aimed at strengthening the capabilities of PHC and establishing synergies between the African and Japanese markets.

II. ANALYSIS OF THE IMPACT OF THE TRANSACTION ON THE MARKET

II.1 Overview of Market Structure

  1. The acquisition of PHC by Marubeni takes place within the pharmaceutical sector in the West African region, particularly in Nigeria and Ghana.
  • The pharmaceutical market in this region is complex and multi-tiered, encompassing the sale, marketing, distribution, and importation of pharmaceutical products.
  • PHC operates primarily through its subsidiaries Phillips Nigeria and Phillips Ghana, which focus on the distribution of medicines, medical devices, and diagnostics (e.g. cardiometabolic drugs, molecular diagnostics, etc.).
  • Demand is high, driven by population growth, self-medication trends, and increasing interest in natural treatments.
a. Local production and dependence on imports:
  • Neither PHC nor Marubeni owns local production units in the region.
  • Nigeria is heavily reliant on imports: 70% of active pharmaceutical ingredients and 90% of excipients are imported.
  • There are 167 local pharmaceutical manufacturers in Nigeria, primarily producing first-generation generic medicines.
b. Market value and dynamics:
  • The pharmaceutical market in the region is valued at USD 6.6 billion.
  • It is experiencing positive momentum due to rising healthcare expenditure, increased purchasing power, and demographic growth.
  • The market remains highly competitive, especially in Nigeria.
c. Market shares:
  • PHC holds relatively low market shares in Nigeria and Ghana.
  • Marubeni does not have direct operations in the distribution of pharmaceutical products within the region.

II.2. Key Competitors

  1. Market analysis for Nigeria and Ghana highlights several major players, both local and international, engaged in the manufacture, distribution, and sale of pharmaceutical products. These companies are the main competitors of PHC and its acquirer, Marubeni.

II.3 Industry Regulation

  1. The pharmaceutical sector in these markets is regulated by:
  • A strict national framework, including the National Agency for Food and Drug Administration and Control (NAFDAC) in Nigeria and Food and Drugs Authority (FDA) in Ghana, concerning particularly importation, distribution, and marketing of pharmaceutical products;
  • Increased oversight of medical devices and diagnostics;
  • Growing regional harmonisation of drug registration standards through the West African Medicines Regulatory Harmonization (WA-MRH) initiative, facilitating cross-border operations within the ECOWAS region.
  1. These regulations aim to protect public health while supporting growth in the pharmaceutical sector, especially in the context of high import dependence and rapid expansion.

II.4 Definition of the Relevant Market

a. Product market

9. The relevant product market includes pharmaceutical products and medical devices, specifically:

  • Medicines (gynaecology, cardiometabolism, antimalarials, pain, infections, coughs and colds)
  • Diagnostic kits (blood and molecular diagnostics)
  • Medical equipment (analysers, wound treatment devices)
  • Generic health products distributed locally and regionally
  1. This market is highly regulated, requiring strict compliance with quality, safety, and distribution standards set by national authorities (e.g. Ghana’s FDA, Nigeria’s NAFDAC) and regional bodies (e.g. ECOWAS).
  2. It features limited vertical integration (due to minimal local manufacturing activity) and strong dependence on imports, especially for finished products and raw materials.
b. Geographic market

12. The relevant geographic market consists of:

  • PHC is more active in the Nigerian and Ghananian markets, particularly in peri-urban areas. These areas see strong demand growth for pharmaceutical products but suffer from uneven supply.
  • PHC has a regional expansion strategy, aligned with market integration across the ECOWAS market, with the potential for cross-border development of pharmaceutical distribution and marketing activities.

III. CONCLUSION

III.1 Legal Analysis

a. Applicable Legal Framework

13. The legal framework for the control of business 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. Moreover, 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 country 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

17. The parties’ notification of the acquisition was reviewed in accordance with established legal criteria. The following conditions were met:

  • The companies involved (Marubeni and PHC 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 met, ERCA is justified in reviewing the transaction.

III.2 Competitive Market Situation

  1. The regional pharmaceutical market remains open and competitive, dominated by several multinational and local companies.
  2. Based on the analysis carried out by ERCA in line with regulatory objectives — namely preserving competition, avoiding monopolies, and ensuring product access — the transaction does not result in a horizontal concentration or vertical integration.
a. Market actors’ perception

21. Competitors:

  • 60% report an intensification of competition.
  • 30% express concern over local market concentration.
  • 50% anticipate a loss of market share.
  • The majority support the transaction provided there is strict regulatory oversight.
  1. Consumers:
  • 55% expect an improvement in product quality and variety.
  • No short-term negative impact on prices is expected.
  • 82% do not fear a monopolistic market structure.
b. Expected efficiencies
  • Improved regional distribution of medicines.
  • Introduction of new products, especially generics.
  • Strengthening of PHC’s logistical capabilities.
  • Positive public health synergies, e.g., in the fight against malaria.
c. Conclusion

The transaction:

  •  poses no significant threat to competition;
  • strengthens PHC without reducing the diversity of market players;
  • is viewed positively by consumers, particularly in terms of innovation and geographic reach.
  1. THEREFORE, the Council endorses the evaluation by the ERCA Executive Directorate, which demonstrates that the transaction is not likely to hinder competition or adversely affect consumer welfare in the relevant product or geographic markets, and

 DECIDES

Article 1 – Approval

The partial acquisition of Phillip Healthcare Corporation by Marubeni Global Pharma Corporation is approved unconditionally.

Article 2 – Integration into Regional Market Dynamics

Phillip Healthcare Corporation must align with market dynamics and adapt its offerings to meet the specific needs of consumers in ECOWAS Member States.

Article 3 – Post-Transaction Monitoring

The Executive Directorate of ERCA is tasked with post-transaction monitoring to ensure that the commercial strategy of the new entity resulting from the acquisition remains in line with the principles of free competition within the region.

Article 4 – Entry into Force, Notification and Publication

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

 

Done in Abidjan, this day of 27 May 2025.

 

FOR THE ERCA COUNCIL

  

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON