DECISION: THE ACQUISITION OF MINORITY EQUITY STAKE IN BISEDGE HOLDING BY MCGF III MU BISEDGE INVESTMENTS

Published On - December 23, 2025

Registry ERCA Compendium of Decisions, Uncategorized

DECISION No. EC/D.22/12/25 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF MINORITY EQUITY STAKE IN BISEDGE HOLDING BY MCGF III MU BISEDGE INVESTMENTS

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of ECOWAS Revised Treaty of 24th July 1993;

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;

MINDFUL of the joint notification submitted by MCGF III MU Bisedge Investments and Bisedge Holding dated 07 October 2025, registered under file number ERCA/MA/2241/2025;

HAVING HEARD the Secretary of the Council at its session of 17 December 2025 on the facts, the procedure and the conclusions of the assessment of the transaction;

 

CONSIDERING THE FOLLOWING:

FACTS AND PROCEDURE

I.1. The Notification

By letter dated 07 October 2025, accompanied by all required supporting documentation, MCGF III MU Bisedge Investments submitted to ERCA a complete notification concerning its proposed acquisition of up to a 32% equity stake in Bisedge Holding, pursuant to Article 5 of Regulation C/REG.23/12/21 on the prior control of mergers with a Community dimension.

In accordance with the procedural requirements set out in Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24 in merger matters the notification was formally registered under file number ERCA/MA/2241/2025, and subsequently published on ERCA website, in the ECOWAS Official Journal (Volume 11, November 2025) and in the relevant ECOWAS Member States.

The Executive Directorate conducted an in-depth assessment on the basis of the documents submitted by the parties, market data, responses to questionnaires addressed to competitors and customers, as well as consultations with national competition authorities.

A comprehensive evaluation report was submitted to the Council at its session of 17 December 2025. The present Decision is based on the findings and conclusions of that report.

I.2. The Transaction

The notified transaction consists of the acquisition by MCGF III MU Bisedge Investments of newly issued shares of up to 32% of the share capital of Bisedge Holding, a holding company incorporated in Mauritius.

Although the Acquirer will hold a minority shareholding, the governance structure of the investment, including strategic veto rights, information rights, and participation in business plan and budget approvals will confer joint influence over key strategic decisions of the post-merger entity.

The transaction forms part of the Metier Group’s regional investment strategy, aimed at scaling infrastructure and industrial service platforms across West Africa. The investment seeks to:

  • expand Bisedge’s electric forklift fleet;
  • strengthen maintenance and technological capacity;
  • enhance supply chain reliability for industrial customers;
  • support future expansion into other ECOWAS Member States.

The transaction therefore constitutes a capital increase accompanied by strategic integration, resulting in joint influence rather than sole control.

I.3. The Parties

Acquirer: MCGF III MU Bisedge Investments

MCGF III MU Bisedge Investments is a special purpose investment vehicle (SPV) incorporated in Mauritius, established to channel investments by Metier Capital Growth International Fund III LP, a pan-African private equity fund managed by Metier International (Pty) Ltd.

The Acquirer and its controlling entities:

  • operate across seven ECOWAS Member States (Benin, Côte d’Ivoire, Ghana, Guinea, Guinea-Bissau, Nigeria and Senegal);
  • focus on growth capital investments in infrastructure, energy efficiency, logistics and industrial services;
  • have no existing activities in the material-handling equipment market;
  • provide strategic and operational support to portfolio companies, including governance strengthening and regional expansion.

Target: Bisedge Holding

Bisedge Holding is a Mauritius-incorporated holding company overseeing the activities of the Bisedge Group, whose main operating subsidiary, Bisedge Limited, is based in Nigeria.

Bisedge Limited specialises in:

  • rental of electric forklifts and industrial handling equipment;
  • maintenance and lifecycle management services;
  • operator training and certification; and
  • integrated logistics and technical support solutions.

Since 2020, Bisedge has deployed over 321 units of equipment and serves clients in manufacturing, FMCG, ports, construction materials and logistics sectors.

The transaction strengthens the Target’s capital base, enabling fleet expansion, recruitment of technical personnel, enhanced competitiveness, and gradual expansion beyond Nigeria.

II. JURISDICTION OF ERCA

II.1. Material Scope

Despite the minority shareholding, the governance rights attached to the investment confer joint influence, qualifying the transaction as a merger within ERCA’s material jurisdiction, under Regulation C/REG.23/12/21.

II.2. Territorial Scope

The Target operates in Nigeria, while the Acquirer maintains activities across multiple ECOWAS Member States. The transaction therefore presents a regional dimension affecting the Common Market.

II.3. Turnover Threshold

The combined turnover of the Parties exceeds the notification thresholds set out in Regulation C/REG.23/12/21. The transaction is thus subject to ERCA’s jurisdiction.

III. MARKET DEFINITION

III.1. Relevant Product Market

Market evidence confirms that the Target operates in the market for integrated material handling equipment services, comprising:

  • rental of electric forklifts and handling equipment;
  • preventive and corrective maintenance;
  • operator training;
  • fleet management and logistics support.

These services are typically bundled and constitute a distinct offering compared to equipment sales or standalone maintenance services.

III.2. Relevant Geographic Market

Due to the need for physical proximity, rapid maintenance response, and compliance with national safety standards, the relevant geographic market is primarily national (Nigeria).

Nevertheless, the transaction has regional competitive relevance given the Acquirer’s ECOWAS footprint and the Target’s planned expansion.

IV. MARKET STRUCTURE AND DYNAMICS

The market is characterised by:

  • presence of global OEMs (Toyota, Hyster-Yale, Caterpillar/Manitou, Crown);
  • competition among local integrators providing rental and service-based solutions.

Demand is driven by industrial zones, ports, FMCG plants and logistics hubs, with increasing preference for outsourced, electric, and energy-efficient equipment solutions.

V. SUMMARY AND CONCLUSION OF THE COMPETITIVE ASSESSMENT

V.1. Competitive Effects

Horizontal effects

There is no horizontal overlap, as the Acquirer has no activities in the relevant market.

Vertical effects

No foreclosure risks were identified, as the Acquirer does not have a vertical relationship with the Target.

Conglomerate effects

The transaction does not create conglomerate effects capable of restricting competition.

V.2. Views of Third Parties

Competitors and customers raised no objections and confirmed that the transaction would enhance service quality, reliability, and market dynamism.

VI. REVIEW AND CONCLUSION OF THE COUNCIL

The Council concludes that the proposed acquisition does not substantially lessen competition within the ECOWAS Common Market.

The merger is likely to generate positive effects, including increased investment, improved industrial logistics efficiency, and regional market development.

DECIDES

Article 1 – Authorisation

The acquisition of up to 32% of issued shares of Bisedge Holding by MCGF III MU Bisedge Investments is approved unconditionally.

Article 2 – Post-Transaction Monitoring

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

Article 3 – Entry into Force

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

 

Done at Abuja, this day of 17 December 2025

FOR THE COUNCIL OF ERCA

 

Dr Juliette TWUMASI-ANOKYE

THE CHAIRPERSON