DECISION: THE EXCLUSIVE CONTROL OF SOCIÉTÉ DES MINES DE TONGON S.A. AND OF BARRICK GOLD CÔTE D’IVOIRE S.A.R.L

Published On - November 28, 2025

Registry ERCA Compendium of Decisions

DECISION NO. EC/D.18/11/25 OF THE ERCA COUNCIL RELATING TO THE ACQUISITION BY ATLANTIC GROUP S.A. OF THE EXCLUSIVE CONTROL OF SOCIÉTÉ DES MINES DE TONGON S.A. AND OF BARRICK GOLD CÔTE D’IVOIRE S.A.R.L

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of ECOWAS revised Treaty of 24 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;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the ERCA Council;

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;

MINDFUL of Enabling Rule PC/REX.1/01/24 on the Procedural Manuals of ERCA;

MINDFUL of the notification submitted by Atlantic Group S.A. on 17 October 2025, registered under number ERCA/MA/2319/2025;

AFTER HAVING HEARD the Secretary during the ERCA Council session of 25 November 2025 on the facts, procedure and conclusions of the transaction assessment;

CONSIDERING THE FOLLOWING:

I. FACTS AND PROCEDURE

I.1. The Notification

By letter of 17 October 2025, Atlantic Group S.A. (“Atlantic Group”) notified ERCA of its intention to acquire 100% of the share capital of BGCI, a company holding mining exploration permits in Côte d’Ivoire and 90% of the share capital of Tongon S.A., a company holding a mining exploitation permit and operating a gold mine in Côte d’Ivoire. The acquisition excludes the Ivorian State’s 10% minority holding in Tongon S.A.

The notification meets the criteria of Article 2 of Regulation C/REG.23/12/21. It was published in the ECOWAS Official Journal (Vol. 10, November 2025), uploaded on ERCA website and communicated to the concerned Member States. The notification was declared complete on 25 October 2025.

The assessment was conducted by the Executive Directorate in accordance with the Community rules on merger control, taking into account horizontal, vertical and conglomerate aspects, as well as the competitive effects in the regional gold market.

I.2. The Transaction

The proposed transaction consists of:

The acquisition of 90% of the shares of Tongon S.A. currently directly and indirectly, held by Barrick Gold Côte d’Ivoire Limited (“BGCL”);

The acquisition of 100% of the shares of BGCI currently held by BGCL.

I.3. The Parties

The Acquirer – Atlantic Group S.A.

A diversified Ivorian conglomerate active in banking, insurance, agro-industry, cement, logistics, transport, hospitality, and food distribution. Present in several ECOWAS Member States (Côte d’Ivoire, Benin, Nigeria, Liberia, Togo, Guinea, Guinea-Bissau, Senegal).

The Targets – Tongon S.A. and BGCI SARL

Tongon S.A.: an Ivorian mining company specialised in the extraction of gold and precious metals, operating the Tongon gold mine in Niellé pursuant to its mining exploitation permit. Shareholding: BGCL 89%, New Mining Côte d’Ivoire S.A. (itself majority-owned, directly and indirectly, by BGCL) 1%, Ivorian State 10% (with the possibility to acquire an additional 15% stake, increasing its shareholding to 25% post-merger).

BGCI: a wholly-owned subsidiary of BGCL, holding mining exploration permits in Côte d’Ivoire.

The Seller – Barrick Gold Côte d’Ivoire Limited

BGCL is a subsidiary of Barrick Mining Corporation, a multinational Canadian mining company active in gold and copper extraction worldwide.

JURISDICTION OF ERCA

The potential concentration concerns the acquisition of control by Atlantic Group S.A., an undertaking carrying out significant activities in at least two ECOWAS Member States and is likely to affect the competitive structure of the region.

II.2. Territorial scope

The transaction has effects in Côte d’Ivoire and in the ECOWAS region, affecting the regional gold trade and cross-border supply chains.

II.3. Turnover threshold

The combined turnover of the parties exceeds the Community threshold of 20 million Units of Account, thereby conferring jurisdiction on ERCA.

III. DEFINITION OF THE MARKET

III.1. Relevant product market

The relevant product market comprises the production, exploration and supply of gold. The Targets are active participants in this segment, whereas Atlantic Group S.A. has no pre-existing activity in the gold mining sector.

  • Production, extraction and supply of precious metals (gold).
  • Including unrefined gold and associated by-products (silver).

III.2. Relevant geographic market

  • The relevant geographic markets are:
  • National: Côte d’Ivoire;
  • Regional: ECOWAS, with cross-border gold trade;
  • Global: as prices are determined on international markets, the extracted gold is also traded worldwide.

IV. MARKET STRUCTURE AND DYNAMICS

IV.1. Market structure

  • The Targets are new entrants to Atlantic Group S.A.’s portfolio.
  • The market is weakly concentrated globally and dominated by international players such as Endeavour, Perseus, Newmont, AngloGold Ashanti, and Barrick.
  • Within the Community market, the Targets’ market shares are insignificant.

IV.2. Competitive effects

  • Horizontal: No overlap, no horizontal effect.
  • Vertical: a vertical link may exist between certain services of Atlantic Group and the activities of the acquired companies, without restricting indirect competition for the acquirer’s competitors.
  • Conglomerate: Portfolio diversification, logistical and commercial synergies, efficiency gains, but no risk to competition.

IV.3. Barriers to entry and exit

  • Entry: High capital, strict regulation, 10–20 years to profitable operations;
  • Exit: Possible via sale, IPO or management buyout, subject to environmental rehabilitation obligations.

IV.4. Third-party opinions

  • Competitors acknowledge a positive reinforcement of competition and opportunities for innovation;
  • Consumers perceive benefits in terms of quality, safety, and operational efficiency.

V. COUNCIL REVIEW AND CONCLUSION

After reviewing the assessment report of the Executive Directorate, the ERCA Council concludes that:

There is no adverse effects on competition;

The merger promotes the creation of a national mining champion and strengthens regional and global competitiveness;

Competitors and consumers view the transaction favourably;

Economic and social efficiency gains are expected.

Consequently, the Council concludes that the merger does not lead to a lessening of competition in the relevant market, and

 

DECIDES

 

Article 1: Approval

The ERCA Council approves, unconditionally, the acquisition of the exclusive control of société des mines de Tongon S.A. and of Barrick Gold Côte d’Ivoire S.A.R.L by Atlantic Group S.A. on the relevant markets.

Article 2: Post-transaction monitoring

The ERCA Executive Directorate is tasked with post-transaction monitoring to ensure that the implementation of Atlantic Group S.A.’s business strategy remains in line with the principles of free competition in the region.

Article 3: Entry into force, notification, and publication

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

 

Done in Freetown this day of 25 November 2025

 

FOR THE ERCA COUNCIL

 

 Dr Juliette TWUMASI-ANOKYE

THE CHAIRPERSON