eFile a Merger – ERCA/ARCC

Merger

eFile a Merger / Acquisition

FILL OUT YOUR FORM IN 13 STEPS

- Step 1 of 13

This form is designed to simplify the complex process of reporting a proposed merger or acquisition. eFiling a merger is a critical step in ensuring that your transaction complies with applicable competition laws. Through this system, you can submit all necessary documentation, provide required data, and keep track of your submission's progress. By eFiling, you expedite the review process and facilitate efficient communication with regulators.

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REQUIREMENT FOR A VALID NOTIFICATION

Applicants must ensure that all the information provided on this form is correct and complete. Supporting documents may be originals or copies of the originals, however parties must confirm that they are true and complete. ERCA’s assessment of the notification will not commence until all the relevant information has been received. Where the notification is incomplete, ERCA will inform the parties in writing and request further information. ERCA will notify the parties in writing of the effective date of the notification for purposes of ERCA’s decision-making deadline. The notifying party or parties must therefore ensure that the information provided, including contact names, telephone numbers and e-mail addresses, of the key personnel provided to ERCA are accurate, relevant and up-to-date.

CONFIDENTIALITY

The staff and members of the ERCA Council, consultants and staff of national authorities involved in the assessment of the notification are bound by the oath of secrecy. This principle also applies to protection of confidentiality between the notifying parties. However, applicants who believe that their commercial interests may be harmed if specific information is disclosed, may submit this information separately in an annex to the notification with each page clearly marked ‘Business Secrets’ with reasons why that information may not be disclosed.

HOW TO NOTIFY

The notification may be submitted electronically at www.erca-arrc.org. All supporting documents must be provided in a useable and searchable electronic format as specified on the ERCA website. The Notification and supporting information may also be delivered physically to the ERCA Registry at www.erca-arrc.org.

APPLICABLE FEE

The notification must be accompanied by a non-refundable fee payable to ERCA calculated at 0.01% of the combined annual turnover or the combined value of the assets of the companies in the Community, whichever is higher in line with article 2(1)(a)(viii) of the Reg 23/12/21.

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1. Description of the merger

Provide an executive summary of the merger, specifying the parties, the nature of the merger (for example, merger, acquisition, or joint venture), the areas of activity of the parties, the markets on which the merger will have an impact and the strategic and economic rationale for the merger.

Merger Parties Details (Notifying Parties & Others Parties) *

Informations expected in the Merger parties details:

Full name of the parties;
Registered office addresses;
Full names of contact persons;
Designations/titles of contact persons;
Contact persons addresses (if different from the registered office addresses)
Direct telephone numbers of contact persons;
Email addresses of contact persons

Please provide the name of the applicant(s) and contact details, if different from above

Please provide the full name, designation, address, direct telephone and email address of the applicant’s (or applicants’) legal representative(s)/authorized representative, if any, to whom correspondence in relation to the notification may be sent *

Written proof of Representative’s Authority to Act *

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Where the declaration on this Form is signed by a legal practitioner or other representative of the applicant(s), please provide written proof of that representative’s authority to act on the applicant(s) behalf. The written proof must contain the name and designation of the persons granting such authority

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2. ECOWAS Countries Affected by the Merger

Which Regional/National Competition Authorities in other jurisdictions have been (or will be) notified of the merger? Please indicate the date and status of each notification. Parties are requested to notify ERCA of any material change in status (for example, authorisation, refusal to authorise, negotiation of commitments and undertakings) in relation to any of the notifications to the other Competition Authorities *

Would you be willing to provide ERCA with a waiver allowing it to exchange confidential information with Regional/National Competition Authority in respect of the notified merger? *

Details of the merger *

Please provide:

an overview of the ownership structure of each of the merger parties before the merger;
details of the persons solely or jointly controlling each of the merger parties, either directly or indirectly
an overview of the ownership structure of the merged/acquired entity

Please specify and explain any links, formal or informal, between the respective merger parties (including interconnected bodies and other persons identified in the preceding question) *

Details of the ownership and control *

For each of the merger parties provide:

list of registered entities within the Community Market;
the trading name, business name or brand names used in the Community Market;
description of any physical presence (for example sales office, factory etc.) within the Community Market
a brief overview of activities including sale of goods and services provided within the Community Market

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3. The Merger

Describe the notified merger *

Describe the notified merger by explaining whether the proposed merger is:

a full merger,
an acquisition of sole or joint control, or
a contract or other means of conferring direct or indirect control of the merged entity

Explain how the merger will be implemented (for example by conclusion of an agreement for acquisition of a controlling interest, by the launch of a public bid, etc.) *

Indicate the expected date of any major events designed to bring about the completion of the merger

Explain the structure of ownership and control of each of the undertakings concerned after the completion of the merger *

Describe the economic or strategic rationale of the merger *

What is the value of the merger or the value of assets involved? *

What is the expected completion date of the merger? *

State whether any financial or other support has been received from any source (including public authorities) by any of the merger parties and the nature and amount of this support *

List all the goods and/or services sold by the respective merger parties within the Community Market *

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4. Turnover and balance sheet

For each of the merger parties concerned provide the data for the last financial year *

total (group) turnover worldwide
total (group) turnover within the ECOWAS Community Market
total (group) turnover within specific Members States of operation

List of all markets in which the parties to the merger will sell their products and/or services *

Provide the Structure of the Markets concerned *

For each market listed provide:

the sales in value and volume, as well as an estimate of the market shares within the ECOWAS Common Market;
the estimated market shares of the merging parties' competitors;
an analysis of actual or potential competition from enterprises located outside the ECOWAS Community Market;
A description of existing barriers to market entry (for example capital requirements, licensing and regulatory barriers);
an estimate of the time it will take for potential competitor(s) to enter the market;
the name and contact details of each entrant to the market during the last three (3) years;
an estimate of the value and volume of the ECOWAS Community market as a whole (i.e., production less exports and plus imports);
an estimate of the capital expenditure required to enter the market on a scale necessary to gain a significant market share (say five (5%) percent or more), both as a new entrant and as an entity which already has the necessary technology and expertise;
an estimate of the scale of annual expenditure on advertising/promotion relative to sales required to enter the market on a scale equivalent to the main competitor(s) of the merging parties;
an assessment of the ease of exit from the market. Please indicate any trends in both market entry and exit over the last five (5) years;
an assessment of any effects the merger may have at the ECOWAS regional level including a description of the nature of the competition at the Member State and regional level and details of any localities where competition may be reduced as a result of the merger; and
a brief assessment of any other features of the market that ERCA should take into account in considering the effects of the merger.

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5. Overlapping Products and/or Services and Other Relationships

List the goods and/or services sold by both (or all) of the merger parties in each Member State (overlapping goods, for branded goods please indicate the brand names used) *

In relation to the Community Market, specify each good or service produced, supplied or distributed by each of the parties to the merger, which may be considered as the same, similar to or broadly substitutable with a good or service produced, supplied or distributed by one or more of the other merging parties (Horizontal Overlap)

In relation to the Community Market, specify each good or service produced, supplied or distributed by each party to the merger in relation to which one or more other enterprises involved carries on a business upstream or downstream, whether or not the two undertakings involved happen to do business with each other as opposed to competitors (Vertical Overlap)

For each area of the overlapping relationships, specify the geographic regions within the ECOWAS Community where they occur and state the whereabouts of all major production, supply or distribution facilities of each enterprise involved

Provide details for each area of overlap/relationship

For each area of overlap/relationship, provide details of the following:

an estimate of the total size of the market in terms of sales value (in USD) and where appropriate, volume of the three largest competitors;
Indicate the basis and sources for the characteristics of the industry sector in which the proposed transaction occurs (e.g. whether mature or innovative) and the typical distribution and supply systems prevailing in the sector;
the nature of the products or services concerned. Indicate whether they are homogenous, characterised by brand loyalty and close substitutes for each other;
Indicate the distribution methods and sources and methods of supply of the enterprises involved;
the extent of switching costs for customers changing from one supplier to another;
the importance and extent of customer preferences and the types and general location of customers; and,
the manner in which the enterprises involved price and sell their goods and/or services.

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6. Counterfactual

Describe what is likely to happen if the notified merger did not take place

If the notified merger did not take place, describe what is likely to happen:

to the business operations of each of the merger parties in the relevant markets identified; and
in the relevant industry in which the merger parties operate.

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7. Market Context and efficiencies

Describe how the proposed merger is likely to affect the interests of intermediate and ultimate consumers and the development of technical and economic progress while not constituting a hindrance to competition

Should you wish ERCA to specifically consider from the outset whether any efficiency gains generated by the merger are likely to benefit consumers and the development of technical and economic progress, please provide a description of, and supporting documents relating to each efficiency (including cost savings, new product introductions, and service or product improvements) that the parties anticipate will result from the proposed merger *

Efficiency Supporting Documents

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Provide a detailed explanation of extent to which customers are likely to benefit from the efficiency

Provide the reason why the party or parties could not achieve the efficiency to a similar extent by means other than through the proposed merger

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8. Supporting Documents

File Upload *

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Please ensure that the following documents (where relevant) are included in the application:

all relevant documents to support statements and explanations made in this Form;
copies of the final or most recent version of all documents bringing about the merger, whether by agreement between the merger parties, acquisition of a controlling interest or a public bid;
in the case of a public bid, a copy of the offer document; if it is unavailable at the time of notification, it should be submitted as soon as possible and not later than when it is posted to shareholders;
copies of the most recent annual report and accounts (or equivalent for unincorporated bodies) for each of the merger parties;
copies of all analyses, reports, studies, surveys (including consumer surveys), and similar documents prepared for the purpose of assessing, analysing or giving a view on the merger with respect to market shares, competitive conditions, competitors (actual and potential), the rationale for the merger, potential for sales growth or expansion into other product or geographic markets, and/or general market conditions. For each of these documents, indicate (if not contained in the document itself) the date of preparation and the designation of each individual who prepared the document;
copies of the two most recent business plans for each merger party and, where available, a copy of the (draft) business plan for the merged entity; and
copies of any relevant market research reports that are available to either of the merger parties. Where geographic markets are arguably wider than the Community Market, market research that focuses on areas outside of the Community Market.

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9. Declaration

The notifying party or parties declare that:

to the best of their knowledge and belief, the information given in this notification is true, correct, and complete and it is an offence to provide false and misleading information to ERCA;
true and complete copies of documents required by this Form have been supplied; and
all estimates are identified as such and are their best estimates of the underlying facts, and that all the opinions expressed are sincere.

Note: There should be a separate signed declaration by each applicant and its legal representative (where one has been appointed).

Name(s) of authorised signatory (in block capitals) *

Designation(s) *

Name of Entity *

Date *

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PAYMENT DETAILS FOR FEES PAYABLE

All payments are to be made by electronic bank transfer to the ECOWAS Regional Competition Authority

Recipient Name	ECOWAS Regional Competition Authority
Account Number	xxxxxxx
Name of Bank	xxxxxxxx
Bank Address	xxxxxxxx
SWIFT/IBAN Code	xxxxxxx
Currency	xxxxxxx

The details of the electronic bank transfer, including a copy of the record of transfer with the transaction reference number, transaction date and time need to be provided to ERCA after the payment has been effected.

If you are unable to make payment by electronic bank transfer, and would like to pay via other payment modes, please contact ERCA.

Please also explain the basis for arriving at the amount of filing fee submitted above

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ERCA Complaint
Management System

eFile a Merger / Acquisition

FILL OUT YOUR FORM IN 13 STEPS

REQUIREMENT FOR A VALID NOTIFICATION

CONFIDENTIALITY

HOW TO NOTIFY

APPLICABLE FEE

1. Description of the merger

2. ECOWAS Countries Affected by the Merger

3. The Merger

4. Turnover and balance sheet

5. Overlapping Products and/or Services and Other Relationships

6. Counterfactual

7. Market Context and efficiencies

8. Supporting Documents

9. Declaration

PAYMENT DETAILS FOR FEES PAYABLE

ERCA Complaint
Management System

Introducing ERCA
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eFile a Merger / Acquisition

FILL OUT YOUR FORM IN 13 STEPS

REQUIREMENT FOR A VALID NOTIFICATION

CONFIDENTIALITY

HOW TO NOTIFY

APPLICABLE FEE

1. Description of the merger

2. ECOWAS Countries Affected by the Merger

3. The Merger

4. Turnover and balance sheet

5. Overlapping Products and/or Services and Other Relationships

6. Counterfactual

7. Market Context and efficiencies

8. Supporting Documents

9. Declaration

PAYMENT DETAILS FOR FEES PAYABLE

ERCA Complaint Management System

Introducing ERCA Statistical System

ERCA Complaint
Management System

Introducing ERCA
Statistical System