RELEASE: NOTIFICATION OF A PROPOSED ACQUISITION OF EQUITY SHARES OF OSM THOME LTD BY TESSERACT S.A.R.L (GTIF/JPMAM)

COMMUNICATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE NOTIFICATION OF A PROPOSED ACQUISITION OF EQUITY SHARES OF OSM THOME LTD BY TESSERACT S.A.R.L (GTIF/JPMAM)

 Purpose of the notification of the proposed acquisition

The ECOWAS Regional Competition Authority (ERCA) received a merger notification from Tesseract S.A.R.L and OSM Thome Ltd concerning the Acquisition of equity shares of OSM Thome Ltd operating with the Community market by Tesseract S.A.R.L.

The proposed transaction constitutes the partial control of the businesses of the OSM Thome Ltd within the Community market in global maritime services providing shipowners with solutions across the entire vessel lifecycle, including technical management, crewing and specialised services. The activities of the notifying parties are therefore subject to notification to the ERCA under the provisions of Regulation C/REG.23/12/21.  The TESSERACT S.A.R.L is the direct Acquirer of the equity shares in the OSM Thome, operating in Nigeria and Liberia.

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. As the acquisition involves entities in four (4) ECOWAS member States, it is, therefore, subject to notification to ERCA under the provisions of Regulation C/REG.23/12/21.

Concerned parties

TESSERACT S.A.R.L is a société à responsabilité limitée incorporated in Luxembourg, whose registration is pending with the Luxembourg Registre de commerce et des sociétés and whose registered office is at 12E, rue Guillaume Kroll, L-1882 Luxembourg.

The Tesseract S.A.R.L is direct acquirer under the Global Sea Holdings and Global Transport Income Fund Master Partnership SCSp (“GTIF”), active in global shipping and transportation industry and currently manages and advises significant platforms in the maritime sector globally.

OSM Thome Ltd is private limited company incorporated, whose registered office is at OSM House, 22 Amathountos Avenue, Agios Tychonas 4532,Limassol, Cyprus registered number HE 385203, to  services tankers, bulkers, offshore platforms, offshore renewables sites, cruises, ferries and yachts specifically by ensuring  under number  are suitable, qualified and trained for the specific vessel; sailing and navigating vessels in and out of ports; performing cargo operations; maintenance and repair; spare parts and consumables; safety and compliance; and dry-docking and retrofits. OSM Thome Ltd as centralized hub in the Nordic region, Singapore and Croatia and offices in Rio, Perth, Helsinki, Lagos and Cairo.

The OSM Thome Ltd operates within the community market with presence of local subsidiary registered in Nigeria, TOG Shipping and Offshore Management Nigeria Limited, with the following registered address: Building – Plot 1683, Sanusi Fafunwa Street, Victoria Island, Lagos State, Nigeria. It provides maintenance (O&M) and technical ship management services for ships.

Expected results of the acquisition

The proposed transaction will lead to a control of OSM Thome Ltd (OSMT Ltd) and its Local Subsidiary, with intended purpose to ensure stability and continuity of the OSMT Ltd operations in the supply of full management, crew management and marine services in the ECOWAS Community Market and globally, thus benefiting consumers and small businesses in the provision of Shipping transportation services within the Community.

The proposed transaction is expected to offer a higher standard of services and more affordable pricing on a broader geographic scope to consumers in the ECOWAS region, with expertise and proven technologies, thus setting the stage for substantial growth in marine and shipping transportation industry

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 address: registry@erca-arcc.org.