RELEASE: PROPOSED ACQUISITION BY THE GB FOODS AFRICA SLU OF AGROLINE SA

NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION BY THE GB FOODS AFRICA SLU OF THE SOLE CONTROL OF AGROLINE SA

Purpose of the Notification

The ECOWAS Regional Competition Authority (ERCA) has received a formal notification of a proposed acquisition by the GB Foods Africa SLU (Acquirer) of the sole control of Agroline SA (Target).

This transaction is subject to prior approval by ERCA, pursuant to Article 2(1)(a) of Regulation C/REG.23/12/21 governing merger and acquisition procedures within the ECOWAS region, and the Enabling Rule PC/REX.1/01/24 on notification thresholds. As the transaction involves economic activities in more than one ECOWAS Member State, regional notification and assessment are required.

The transaction concerns the acquisition by The GB Foods Africa SLU of a majority stake and sole control in Argos Food, which wholly owns and exclusively controls Agroline SA, without granting any special rights to minority shareholders.

Parties to the Transaction

• The GB Foods Africa SLU (the Acquirer) is a subsidiary of The GB Foods S.A., holding entity of GBfoods group which is a leading player in culinary solutions with its headquarters in Barcelona, Spain.
• Agroline (the Target) is a Senegalese company owned by a Senegalese holding company (Argos Food), wholly owned and exclusively controlled by the Seller.

Nature and Scope of the Transaction

At the conclusion of the transaction, The GB Foods Africa SLU will exercise exclusive control over Agroline SA, with the exception of its vinegar-related activities.

The GB Foods Africa SLU, which has been present in Africa for several decades, is a leading player in the culinary sector within the ECOWAS region. It specialises in the production and marketing of products such as stock cubes, soups, sauces, noodles and spreads, and already benefits from a strong industrial and commercial network in West Africa.

Agroline SA, for its part, focuses its activities on the production and marketing of food products such as tomato sauces, ketchup, chilli sauces, barbecue sauces and soy sauce. While the bulk of its activity is based in Senegal, it is also present in several neighbouring ECOWAS countries, including Guinea, The Gambia, Guinea-Bissau and Côte d’Ivoire.

Expected Outcomes of the transaction

From the perspective of The GB Foods Africa SLU, the transaction represents a strategic lever to strengthen its presence in Africa, and more particularly within the ECOWAS region. It will enable the company to consolidate its product portfolio and commercial base in Senegal and neighbouring countries, while reaffirming its long-term commitment to local economies, their industrial infrastructure and agricultural value chains.

For Agroline SA, integration into a multinational group opens up new opportunities in terms of access to resources, expertise and wider distribution networks. The company will thus be able to focus on developing its core food products (excluding vinegar), supported by a strong industrial partner.

According to the merging parties, the transaction is not expected to have any significant adverse impact on competition. On the contrary, it will contribute to maintaining a diversity of offerings and brands in the segments of sauces and tomato-based products. It is also expected to encourage new investment, job creation, product innovation and, ultimately, an improvement in the quality of life for consumers in the region.

Third Party Rights

In accordance with Article 44(2)(a)(iv) of the ERCA’s Investigation and Notification Manual of Procedures, interested third parties are invited to submit their comments within thirty (30) days from the date of publication of this notice.

Submissions must be supported by relevant documentation and sent in confidence to the following address:

ECOWAS Regional Competition Authority (ERCA)

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

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