RELEASE: NOTIFICATION OF THE PROPOSED ACQUISITION OF UNILEVER CÔTE D’IVOIRE BY THE SOCIÉTÉ DE DISTRIBUTION DE TOUTES MARCHANDISES

Published On - November 19, 2025

Registry ERCA Ongoing Investigations

NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION OF UNILEVER CÔTE D’IVOIRE BY THE SOCIÉTÉ DE DISTRIBUTION DE TOUTES MARCHANDISES

 

  1. Purpose of the notification

The ECOWAS Regional Competition Authority (ERCA) has received notification of a proposed concentration involving the acquisition by Société de Distribution de Toutes Marchandises (“SDTM”) of 50% of the share capital and voting rights of Unilever Côte d’Ivoire (“Unilever Côte d’Ivoire” or the “Target”). Upon completion of the transaction, SDTM will exercise exclusive control over the Target.

This transaction is subject to prior authorisation by ERCA, in accordance with Article 2(1)(a) of Regulation C/REG.23/12/21 on merger and acquisition procedures within ECOWAS, as well as Enabling Rules PC/REX.1/01/24 on notification thresholds. Since the transaction has effects in more than one Member State, a community-level notification was required.

  1. Parties to the transaction
  • SDTM

SDTM is an Ivorian joint-stock company active in the distribution of food products in Côte d’Ivoire. It also operates several local production units: tomato paste (Alyssa), mineral water (Céleste), bottling of Coca-Cola products, and biscuit manufacturing (Cleo).

  • Unilever Côte d’Ivoire

The Target is active in the production and marketing of soaps and detergents, mainly in Côte d’Ivoire, as well as in several neighbouring countries (Guinea, Liberia, Senegal, Togo). It also operates a mayonnaise production unit, for which the Calvet brand licence will be terminated prior to completion of the transaction.

  • Other parties involved in the acquisition

Aspiration Holding Limited and Ambition International Limited will each acquire 25% of the Target’s share capital. They belong to the same group, whose two subsidiaries (Dream Cosmetics and Can Industry) are active within ECOWAS.

  1. Nature and scope of the transaction

The transaction arises from a share purchase agreement signed on 29 November 2024, under which SDTM, Aspiration Holding Limited and Ambition International Limited will acquire 99.78% of the shares held by Unilever Overseas Holdings Limited in the Target.

SDTM will hold 50% of the share capital and will have exclusive control, pursuant to the provisions of the shareholders’ agreement, which notably include:

  • a majority of three directors out of five appointed by SDTM;
  • a casting vote for the chair of the board, also appointed by SDTM;
  • the absence of veto rights for Aspiration and Ambition over strategic decisions (business plan, budget, appointment of senior management), their rights being limited to certain “Reserved Matters” designed to protect their minority interests.
  1. Expected outcomes of the transaction

According to the parties, the transaction pursues two main objectives:

  • For SDTM:
  • establishing a modernised logistics hub allowing the centralisation and optimisation of distribution flows;
  • reducing logistics costs;
  • improving the availability of food products for Ivorian consumers.
  • For Unilever Côte d’Ivoire:
  • revitalising its activities in a sector characterised by strong local and regional competition;
  • relying on a strong Ivorian operator to enhance its operational performance.
  1. Third-party rights

In accordance with Article 44(2)(a)(iv) of ERCA’s Merger Investigation and Notification Procedures Manual, interested third parties may submit observations within thirty (30) days of the publication of this communiqué.

Comments must be accompanied by relevant supporting documents and submitted under confidential cover to:

 

ECOWAS Regional Competition Authority

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

Or sent by email to: registry@erca-arcc.org and info@erca-arcc.org