DECISION: THE ACQUISITION OF SHARES OF DIOT SIACI TOPCO SAS BY ARDIAN FRANCE SA

Published On - October 10, 2025

Registry ERCA Compendium of Decisions

DECISION EC/D.12/10/25 OF THE COUNCIL OF THE REGIONAL COMPETITION AUTHORITY OF ECOWAS REGARDING THE ACQUISITION OF SHARES OF DIOT SIACI TOPCO SAS BY ARDIAN FRANCE SA

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 Ardian France SA dated 18 Juillet 2025, registered under number 1820;

HAVING HEARD the Secretary of the Council during its session of 2nd October 2025 on the facts, procedures, and findings of the transaction evaluation;

CONSIDERING THE FOLLOWING:

 I. FACTS AND PROCEDURE

I.1 The Notification

By letter dated 18 July 2025 and supporting documents registered under number 1820, Ardian France SA (“Ardian”), through the fund Ardian Buyout Fund VII B SLP, submitted to the ECOWAS Regional Competition Authority (ERCA) a notification relating to the acquisition of a controlling interest in Diot Siaci TopCo SAS (“DST”).

In accordance with Regulation C/REG.23/12/21, the notification was published in the Official Journal of ECOWAS (Volume 5, July 2025), on the websites of the ERCA and the ECOWAS Commission, as well as in the concerned Member States on 25 August 2025.

I.2 The acquisition transaction

According to the information provided by the parties, the planned transaction involves the indirect acquisition by Ardian of a controlling interest in an investment vehicle which would consolidate the investments in DST of Ardian and its (non-controlling) co-investors, thus resulting in Ardian and its co-investors holding approximately 45% of the shares in DST, the holding company of the Diot Siaci Group.

The parties claim that Ardian’s equity investment in DST will provide capital to support the continued growth and development of the Diot Siaci Group in its activities.

I.3 The parties to the transaction

The notifying party to the acquisition is the acquirer, namely Ardian France SA, a private investment house, based in Paris. Ardian operates globally in private equity, real assets and credit. Although it has no direct insurance brokerage activity in ECOWAS, Ardian generates indirect revenues through its portfolio companies.

Groupe Burrus, comprising Groupe Burrus Courtage SA and other companies directly or indirectly controlled by Mr. Christian Burrus, is a historic co-shareholder of DST, holding nearly half of the post-transaction share capital in DST and thereby exercising joint control with Ardian over DST post-transaction.

The Target Company is Diot Siaci TopCo SAS, a French holding company controlling the Diot Siaci Group, which is engaged in insurance brokerage. DST, through its controlled affiliates, operates in several ECOWAS Member States (Benin, Côte d’Ivoire, the Gambia, Ghana, Guinea, Guinea Bissau, Liberia, Nigeria, Senegal, Sierra Leone and Togo). Its activities cover insurance distribution and, to a limited extent, consulting and support activities.

II. COMPETITIVE ANALYSIS

Based on the analysis of the legal and economic assessment of the information submitted by the parties and research from external sources, ERCA made the following conclusions:

II.1. Assessment of ERCA’s jurisdiction

a. Material scope: the transaction constitutes a concentration under Regulation C/REG.23/12/21 as it results in a lasting change of joint control over DST.

b. Territorial scope: DST is active in several ECOWAS Member States, Ardian also generates revenues in the region. The transaction therefore has a cross-border dimension.

c. Turnover thresholds: DST generates significant turnover in insurance brokerage in ECOWAS, and Ardian exceeds the required thresholds. The notification criteria are thus met.

II.2. Definition of the relevant market

Product market: the relevant market is that of insurance brokerage and risk management services, including corporate insurance, social protection, reinsurance and risk advisory.

Geographic market: the market remains primarily national, but a regional dimension is emerging with CIMA harmonisation and the ECOWAS Brown Card system.

II.3. Market structure and competitive dynamics

The insurance brokerage market in ECOWAS is fragmented, with many competitors, none of them having more than 15% market share according to ERCA’s analysis.

The HHI is estimated at 602, indicating a low concentration.

II.4. Assessment of competitive effects

The transaction creates neither horizontal overlaps nor vertical or conglomerate effects, and the following effects and possible risks are anticipated:

  • Expected positive effects:
    • Strengthening of DST’s financial base and stability;
    • Acceleration of digitalisation (Olea digital platforms);
    • Regional expansion into underserved markets;
    • Intensification of competition with major global players.
  • Identified risks:
    • Localised price increases in certain markets (Côte d’Ivoire, Senegal);
    • Gradual marginalisation of smaller local brokers.

II.5. Views of third parties

Competitors: 70% consider that the transaction will strengthen competition in the market, although some express concerns for local brokers.

Consumers: 65% expect improvements in services (digitalisation, speed, transparency). Some concerns remain regarding a possible increase in brokerage fees.

III. LEGAL ASSESSMENT

a. Applicable legal basis

The examination of the concentration is based on the ECOWAS competition law framework, in particular:

  • Supplementary Act A/SA.1/12/08,
  • Regulation C/REG.23/12/21,
  • Enabling Rule PC/REX.1/01/24.

b. Legal qualification

The transaction is an acquisition of joint control and constitutes a notifiable concentration.

c. Compatibility with the common market

The transaction does not create a dominant position or a substantial restriction of competition. It is compatible with the ECOWAS Common Market.

THEREFORE, the Council endorses the assessment carried out by the Secretariat, which demonstrates that the transaction does not risk hindering competition or harming consumer welfare in the relevant product or geographic markets, and

DECIDES

Article 1 – Approval

The acquisition by Ardian France SA of joint control, with Groupe Burrus, of Diot Siaci TopCo SAS, is approved unconditionally.

Article 2 – Post-transaction monitoring

2.1 The Executive Directorate of ERCA shall monitor the post-acquisition phase to ensure tariff transparency and consumer protection.

2.2 ERCA shall ensure that the entity resulting from the transaction respects the principles of free competition and adapts its services to the specific needs of Member States.

Article 3 – Entry into force, notification and publication

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

 

Done at Accra this day of 02 October 2025.

FOR THE ERCA COUNCIL

 

Dr. Juliette TWUMASI-ANOKYE

THE CHAIRPERSON