RELEASE: NOTIFICATION FOR ACQUISITION OF EQUITY SHARES OF PHILIP HEALTHCARE CORPORATION BY MARUBENI GLOBAL PHARMA CORPORTION

Published On - April 26, 2025

Konan Koffi Ongoing Investigations

COMMUNICATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE NOTIFICATION FOR ACQUISITION OF EQUITY SHARES OF PHILIP HEALTHCARE CORPORATION BY MARUBENI GLOBAL PHARMA CORPORTION

 

Purpose of the notification of the proposed acquisition

The ECOWAS Regional Competition Authority (ERCA) received a merger notification by Marubeni Pharma Health Corporation, a subsidiary of Marubeni Group for the acquisition of 30% equity share from Philip Healthcare Corporation (PHC).

The notification of the transaction to ERCA, for the purpose of prior authorization, is in accordance with Article 2 (1) (a) of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS, the Enabling Rules PC/REX.1/01/24 on the threshold for mergers and acquisitions; and the thresholds for dominant and monopolistic positions. The proposed transaction, which involves the acquisition of shares, is expected to ensure a change in control of the Philip Healthcare Corporation (PHC) business in the affected markets of the region, therefore, in accordance with the provisions of   Regulation C/REG.23/12/21 is subject to notification to ERCA.

Concerned parties

Marubeni Pharma Health Corporation is a wholly owned subsidiary of Marubeni Corporation (“Acquiring Group”), an integrated trading and investment business, listed on the Tokyo Stock Exchange. The Acquiring Group operates a broad business network both within Japan and internationally and engages in importing, exporting, and service delivery across various sectors and industries including lifestyle; food and agriculture; energy and metals; medical infrastructure and healthcare. The Acquiring Group (Marubeni Corp) has six (6) subsidiaries across Africa with three (3) of its subsidiaries in Nigeria; two (2) subsidiaries in Ghana and one (1) subsidiary in Cote d’Ivoire (collectively, the “Acquirer West African Subsidiaries”).

Philip Healthcare Corporation (PHC) is a holding company incorporated in Mauritius which operates as a distributor for international healthcare and pharmaceutical companies, facilitating the medical registration, sales, marketing, distribution and pharmacovigilance of pharmaceutical and consumer healthcare products and medical devices and diagnostic equipment. The activities of the Target (PHC) are principally in both Nigeria and Ghana in distribution of wide range of pharmaceutical products and medicine such as gynaecology, Cardio metabolic, cough and cold, anti-malaria, cardiology and pain, and Anti-Infectives medications respectively.

Arguments from the notifying parties

The notifying parties claimed that the transaction acquisition is strategic undertaking to allow the expansion of the Target Group’s business across the Community Market and other emerging markets in Africa. Through the broad regional network of the Target Group, Marubeni (Acquirer) will bridge the Japan-Africa markets and aim to offer high-quality pharmaceuticals and medical devices in Africa to accommodate the increasing demand in the region.

However, the proposed acquisition is part of the condition precedent that requires an internal reorganization or restructuring of the ownership of PHC as a single investment vehicle instead of public shareholders. It would ensure  no change post-completion of the Proposed Transaction for the Philip Health Corporation (PHC), within the sub region where the Target’s  subsidiaries in Nigeria and Ghana will equally be remained as Phillips Pharmaceuticals (Nigeria) Limited and Phillips Pharmaceuticals (Ghana) Ltd with the same  no change of control in Phillips Nigeria as PHC will  hold 99.99% and Preet Corporation will hold 0.01% for Phillips Ghana, hence 70 % shareholding by PWC and 30% shareholding by Marubeni in PHC.

In support of their request, the notifying parties claim that the acquisition will enhance competition in the distribution of pharmaceutical products, is to enhance the competitiveness of both entities.

In respect to:

  1. Geographic spread and diversification.
  2. Portfolio of principles with credible brands in the market.
  3. To grow the principal portfolio and capture more generic drug base.
  4. Presence of multiple entities per country to meet principal and/or local bidding needs.
  5. General alignment to countries’ disease burden

Th proposed transaction also claim that the cooperation between the Parties in the form acquisition of the shares will enable the Marubeni (Acquirer) to utilize its expertise in market entry strategies and business development to introduce innovative products to ECOWAS common market, thus making the medicines widely accessible in the market

Rights of third parties

Pursuant to Article 44 (2) (a) (iv) of the ECOWAS Regional Competition Authority’s Manual of Investigation and Notification Procedures, third parties are invited to submit their comments to ERCA within thirty (30) days of the publication of this communication.

Such comments shall be accompanied by any documentation capable of substantiating the facts and analyses and sent confidentially to the following address:

ECOWAS Regional Competition Authority

Bertil Harding, Bijilo, The Gambia

P.O Box 4470

Or electronically at the following email addresses: registry@erca-arcc.org and info@erca-arcc.org

ERCA