RELEASE: NOTIFICATION OF A PROPOSED ACQUISITION OF TOUTON S.A. BY HARTREE

Published On - November 20, 2025

Registry ERCA Ongoing Investigations

COMMUNICATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE NOTIFICATION OF A PROPOSED ACQUISITION OF TOUTON S.A. BY HARTREE 

 

Purpose of the notification of the Proposed Acquisition

The ECOWAS Regional Competition Authority (ERCA) received a merger notification from Hartree (Acquiring Group) concerning the Acquisition of the Touton S.A. including its subsidiaries within the Community market.

The proposed transaction constitutes wholly controlling the businesses of the Touton S.A. and its subsidiaries in Cocoa, Coffee and Spices and their related products and is therefore subject to notification to the ERCA under the provisions of Regulation C/REG.23/12/21.  The Hartree will directly acquire issued share capital to control Touton S.A and its subsidiaries.

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 JV will perform on a lasting basis all the functions of an autonomous economic entity it is, therefore, subject to notification to ERCA under the provisions of Regulation C/REG.23/12/21.

 

Concerned parties

The Primary Acquiring Firm (Hartree Bidco) is a special purpose vehicle set up for the purpose of the Proposed Transaction, incorporated under the laws of England and Wales. The Acquiring Group (Hartree) equally owns selected assets, including thermal and renewable power generation facilities, an oil refinery, bioethanol and biodiesel plants, oil terminals and molasses terminals.

Oaktree Group is also part of the Acquiring Group, together with its affiliated investment funds and other entities, and it is a global alternative and non-traditional investment management firm which emphasizes an opportunistic, value-oriented, and risk-controlled approach to investments in distressed debt, high yield bonds, convertible securities, senior loans, corporate control, real estate, emerging market equities and mezzanine finance.  It is Headquartered in Los Angeles with over 22 offices cities worldwide.

Brookfield Group, part of the Acquiring Group, is also a global asset manager headquartered in Toronto, Canada that offers a range of public and private investment products and services with an investment focus on renewable power and transition, infrastructure, private equity, and real estate. It controlled portfolio companies within ECOWAS. However not directly in the proposed transaction.

Touton S.A. (the Target) is a global soft commodities trading company specializing in (i) coffee, (ii) cocoa, (iii) vanilla and (iv) spices and ingredients5 (for ease of reference referred to as the “Coffee BU”, “Cocoa BU”, “Vanilla BU”, and “Spices and Ingredients BU”). It is an established player in international commodities trading, founded in 1848 and headquartered in Bordeaux, France. Through Touton’s commodity trade specializations, it:

  • trade by buying and selling coffee to various counterparties, including sourcing directly from origin and processing for exports to supply international importers and roasters worldwide;
  • trade Cocoa by sourcing, processing and supplying cocoa, including cocoa beans and cocoa derivatives such as Cocoa liquor;
  • trade Vanilla by buying vanilla beans wholesale, warehousing and processing in France, selling (domestically and export) vanilla and associate services and, therefore, linking vanilla producers to vanilla users;
  • trade Spices and Ingredients by sourcing spices and ingredients direct from their origins to consuming countries.

These activities allow the Target to operate widely within the Community market buying, selling, sourcing, processing and exporting Cocoa and its related products, coffee and related products and spices and other ingredients.

Concerned Subsidiaries in the Acquisition

The acquisition of by Ignite Power of the proposed transaction (Engie Afrique SAS) is related to all the subsidiaries of the Target which includes underlisted:

  • Touton Negoce Cote d’Ivoire S.A.;
  • Destination Avenir Durable SAS- Cote d’Ivoire ,;
  • Cocoa Touton Processing Company Ghana Ltd;
  • Touton Ghana;
  • Eliho Ghana Ltd Company;
  • AYS Agrobusiness Ghana Ltd;
  • Touton Guinee SA;
  • Touton Nigeria Ltd.

Expected result

The proposed transaction will lead to a whole control of Touton S.A. including its subsidiaries, with intended purpose is increasing the processing and export capacity of Touton S.A, thus benefiting consumers and small businesses in the sector of Cocoa, Coffee; and Spices and their related products.

The proposed transaction is expected to offer quality, value addition and varieties, and more affordable pricing on a broader geographic scope to consumers and individual buyers in the ECOWAS region and worldwide.

 

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.