Purpose of the Notification of the Proposed Acquisition
The ECOWAS Regional Competition Authority (ERCA) has received a notification concerning the proposed acquisition of Pebblefield Limited by Sunbeth Food International Limited (SFI), involving the acquisition of the entire share capital of the target company.
According to the information provided by the parties, the transaction forms part of a strategy to develop and integrate the cashew nut value chain in Nigeria, Côte d’Ivoire and the sub-region. The parties indicate that the transaction is intended, in particular, to combine SFI’s proposed raw cashew nut sourcing activities with the target’s existing processing capacities, with a view to developing processing capacity, strengthening supply chain integration and improving operational efficiency.
The transaction has been notified to ERCA for prior authorisation in accordance with Article 2(1)(a) of Regulation C/REG.23/12/21 on the rules of procedure applicable to mergers and acquisitions within the ECOWAS region, as well as the Implementing Rules PC/REX.1/01/24 on the applicable thresholds for mergers and acquisitions and thresholds relating to dominant and monopolistic positions.
As the transaction involves undertakings carrying out activities in several ECOWAS Member States, it falls within the Community merger and acquisition control regime and is subject to prior review by ERCA.
Parties Involved
1. The Acquirer
Sunbeth Food International Limited (SFI) is a company incorporated under the laws of the Federal Republic of Nigeria, with its registered office at Ogbese Crescent, Ijapo Housing Estate, Akure, Akure North, Ondo State, Nigeria.
As at the date of notification, SFI has no operational activities in the ECOWAS Community market. The company intends, in particular, to develop activities relating to the sourcing and export of raw cashew nuts (RCN).
2. The Target Company
Pebblefield Limited is a company incorporated under the laws of New Jersey, with its registered address at Oriel House, York Lane, St Helier, JE4 9NU, Jersey, Channel Islands.
Pebblefield Limited holds Sonata Agri International Limited in Nigeria and Sonata Agri International Limited in Côte d’Ivoire.
Through its West African subsidiaries, Pebblefield Limited is engaged in the sourcing and purchase of raw cashew nuts, their processing into cashew kernels, and the export of processed products to international markets.
3. Nature of the Transaction
The transaction involves the acquisition of 100% of the shares in Pebblefield Limited by Sunbeth Food International Limited. The transaction will thereby confer on SFI sole control over Pebblefield Limited and, indirectly, over its operating subsidiaries in Nigeria and Côte d’Ivoire.
The activities concerned in the Community market mainly comprise the sourcing and purchase of raw cashew nuts, their processing into cashew kernels, and the export of processed products to international markets.
4. Expected outcomes according to the Parties
Based on the information provided to ERCA, the parties consider that the transaction is expected, in particular, to:
- strengthen the financial and operational capacities of Pebblefield Limited and its West African subsidiaries;
- improve the efficiency of raw cashew nut sourcing, processing and export activities;
- strengthen traceability, certification and quality control systems;
- improve the continuity and security of raw cashew nut supplies;
- develop industrial and operational synergies between the parties’ activities within the cashew nut value chain; and
- contribute to the development of cashew nut processing activities in Nigeria, Côte d’Ivoire and the ECOWAS region.
These elements reflect the expected effects and benefits of the transaction as presented by the parties in the notification. At this stage, they do not constitute an assessment or conclusion by ERCA regarding the effects of the transaction on the market.
5. Third-Party Rights
Pursuant to Article 44(2)(a)(iv) of the ECOWAS Regional Competition Authority’s Investigation and Notification Manual, third parties are invited to submit their observations to ERCA within thirty (30) days following the publication of this communiqué.
These observations should be supported by any relevant documentation and submitted in a confidential envelope to the following postal address:
ECOWAS Regional Competition Authority
Bertil Harding, Bijilo, The Gambia
P.O. Box 4470
Or electronically to the following email addresses: registry@erca-arcc.org et info@erca-arcc.org.
