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Merger notification – Concentration

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This form is designed to simplify the complex process of notifying a proposed merger or acquisition. Electronic filing of a proposed merger is an essential step in ensuring that your transaction complies with the applicable competition law. Through this system, you can submit all the necessary documentation, provide the required data and follow the progress of your case. Electronic filing speeds up the review process and makes it easier to communicate with the regulatory authorities.

I accept the privacy policy of the WAEMU Competition Directorate *

By ticking this box, I confirm that I fully agree with the privacy policy of the WAEMU Competition Directorate.

REQUIREMENTS FOR A VALID NOTIFICATION

Applicants must ensure that all information provided in this form is correct and complete. Supporting documents may be originals or copies of originals, but the parties must confirm that they are accurate and complete. The WAEMU Competition Directorate will begin its assessment of the notification only once all relevant information has been received. If the notification is incomplete, the WAEMU Competition Directorate will inform the parties in writing and request additional information. The WAEMU Competition Directorate will inform the parties in writing of the date on which the notification takes effect for the purposes of the WAEMU Competition Directorate’s decision deadline. The notifying party or parties must therefore ensure that the information provided, including the names, telephone numbers and email addresses of key staff, is accurate, relevant and up to date.

CONFIDENTIALITY

The staff of the WAEMU Commission, consultants and the staff of national authorities involved in assessing the notification are bound by professional secrecy. This principle also applies to protecting confidentiality between the notifying parties. However, applicants who consider that their commercial interests could be harmed if specific information were disclosed may submit that information separately, in an annex to the notification in which each page is clearly marked “Business secrets” and states the reasons why the information cannot be disclosed.

HOW TO NOTIFY

The notification may be submitted electronically through the e-Soumissions portal on uemoa.competition.app. All supporting documents must be provided in a usable and searchable electronic format, as specified on the website of the WAEMU Competition Directorate. The notification and any additional information may also be delivered to the headquarters of the WAEMU Commission (Competition Directorate): 380, avenue Professeur Joseph Ki-Zerbo, 01 BP 543 Ouagadougou 01, Burkina Faso.

APPLICABLE FEE

The notification must be accompanied by a non-refundable fee payable to the WAEMU Competition Directorate, calculated at 0.1% of the combined annual turnover or the combined value of the assets of the companies in the Union, whichever is higher, in accordance with WAEMU Community regulations.

1. Description of the merger

Provide a summary of the merger, specifying the parties, the nature of the merger (for example, merger, acquisition or joint venture), the parties’ areas of activity, the markets on which the merger will have an impact and the strategic and economic rationale for the merger.

Details of the parties to the merger (notifying parties and other parties) *

Full names of the parties;
Registered office addresses;
Full names of the contact persons;
Positions of the contact persons;
Addresses of the contact persons (if different from the registered office addresses);
Direct telephone numbers of the contact persons;
Email addresses of the contact persons.

Please give the name(s) and contact details of the applicant(s), if different from the above

Please give the full name, position, address, direct telephone number and email address of the applicant’s legal representative(s) / authorised representative(s), if any, to whom correspondence about the notification may be sent *

Written proof of the representative’s authority to act *

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Where the declaration in this form is signed by a lawyer or another representative of the applicant(s), please provide written proof of that representative’s authority to act on behalf of the applicant(s). The written proof must state the name and position of the persons granting that authority.

2. WAEMU Member States affected by the merger

Which national competition authorities (NCAs) in other jurisdictions have been (or will be) notified of the merger? Please state the date and status of each notification. The parties are asked to inform the WAEMU Competition Directorate of any significant change in status (for example clearance, refusal of clearance or negotiation of commitments) concerning any of the notifications to other competition authorities. *

Would you be willing to grant the WAEMU Competition Directorate a waiver allowing it to exchange confidential information with NCAs in connection with the notified merger? *

Details of the merger *

Please provide:

an overview of the ownership structure of each party to the merger before the merger;
details of the persons who solely or jointly control each party to the merger, directly or indirectly;
an overview of the ownership structure of the merged entity.

Please identify and explain any links, formal or informal, between the respective parties to the merger (including interconnected bodies and the other persons identified in the previous question) *

Ownership and control details *

For each party to the merger, provide:

a list of the entities registered within the Community market;
the trading names, company names or brands used in the Community market;
a description of any physical presence (for example a sales office or a factory) within the Community market;
a brief overview of its activities, including the goods and services it sells within the Community market.

3. The merger

Describe the notified merger *

Describe the notified merger, explaining whether the proposed merger is:

a full merger,
an acquisition of sole or joint control, or
a contract or other means of conferring direct or indirect control over the merged entity.

Explain how the merger will be implemented (for example by entering into an agreement to acquire a controlling interest, by launching a public takeover bid, etc.) *

State the expected date of any major event leading to the completion of the merger

Explain the ownership and control structure of each of the undertakings concerned after the completion of the merger *

Describe the economic or strategic rationale for the merger *

What is the value of the merger or of the assets concerned? *

What is the expected completion date of the merger? *

State whether any party to the merger has received financial or other support from any source (including public authorities), and the nature and amount of that support *

List all goods and/or services sold by each party to the merger within the Community market *

4. Turnover and balance sheet

For each party to the merger, provide the data for the last financial year. *

Total (group) worldwide turnover;
Total (group) turnover in the WAEMU common market;
Total (group) turnover in each Member State concerned.

List all the markets in which the parties to the concentration will sell their products and/or services *

Describe the structure of the markets concerned *

For each market listed, provide:

sales by value and volume, and an estimate of market shares within the WAEMU common market;
the estimated market shares of the competitors of the parties to the merger;
an analysis of actual or potential competition from undertakings located outside the WAEMU Community market;
a description of the existing barriers to entry into the market (for example capital requirements, licences and regulatory barriers);
an estimate of the time it would take potential competitor(s) to enter the market;
the name and contact details of each new entrant to the market in the last three (3) years;
an estimate of the value and volume of the Union market as a whole;
an estimate of apparent consumption within the Union, that is, production minus exports plus imports;
an estimate of the capital expenditure required to enter the market on a scale needed to gain a significant market share (for example five per cent (5%) or more), both as a new entrant and as an entity that already has the necessary technology and expertise;
an estimate of the annual advertising and promotion expenditure, relative to sales, required to enter the market on a scale equivalent to that of the main competitor(s) of the parties to the merger;
an assessment of how easily firms can exit the market, indicating any trends in market entry and exit over the last five (5) years;
an assessment of any effect the merger may have at WAEMU regional level, including a description of the nature of competition at Member State and regional level and details of any locality where competition may be reduced as a result of the merger; and
a brief assessment of any other market characteristics that the Competition Directorate should take into account when examining the effects of the merger.

5. Overlapping products and/or services and other relationships

List the products and/or services sold by both (or all) parties to the merger in each Member State (overlapping products; for branded products, please state the brand names used) *

With regard to the Community market, specify each good or service produced, supplied or distributed by each party to the merger that may be regarded as identical, similar or largely substitutable for a good or service produced, supplied or distributed by one or more other parties to the merger (horizontal overlap).

With regard to the Community market, specify each good or service produced, supplied or distributed by each party to the concentration for which one or more of the other undertakings concerned are active upstream or downstream, whether or not the undertakings concerned do business with each other rather than with competitors (vertical overlap).

For each area of overlap, specify the geographic regions of the Union where it is located and state the location of all the main production, supply or distribution facilities of each undertaking concerned.

Details for each area of overlap or relationship

For each area of overlap or relationship, provide details of the following:

an estimate of the total size of the market in terms of sales value (in CFA francs) and, where appropriate, volume, together with the sales of the three largest competitors;
the characteristics of the industry in which the proposed transaction takes place (for example, whether it is mature or innovative), stating the basis and sources of this information, and the typical distribution and supply systems in the industry;
the nature of the products or services concerned: state whether they are homogeneous, characterised by brand loyalty and close substitutes for one another;
the distribution methods and the sources and methods of supply of the undertakings concerned;
the significance of switching costs for customers moving from one supplier to another;
the significance and extent of customer preferences, and the types of customers and their general location; and
how the undertakings concerned set prices and sell their goods and/or services.

6. Counterfactual

Describe what is likely to happen if the notified concentration does not take place

If the notified merger does not take place, describe what is likely to happen:

to the business activities of each party to the merger on the relevant markets identified; and
in the relevant sector in which the parties to the merger operate.

7. Market context and efficiencies

Describe how the proposed merger is likely to affect the interests of intermediate and final consumers and the development of technical and economic progress, without constituting an obstacle to competition

If you would like the WAEMU Competition Directorate to examine specifically, from the outset, whether the efficiencies generated by the concentration are likely to benefit consumers and the development of technical and economic progress, please provide a description and supporting documents for each efficiency (including cost savings, the introduction of new products and improvements to services or products) that the parties expect to derive from the proposed concentration

Supporting documents on efficiencies

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Explain in detail the extent to which customers are likely to benefit from the efficiencies

State why the party or parties could not achieve these efficiencies to a similar extent by means other than the proposed merger.

8. Supporting documents

Documents to attach *

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Please make sure that the following documents (where applicable) are attached to the application:

all relevant documents supporting the statements and explanations given in this form;
copies of the final or most recent version of all documents bringing about the merger, whether an agreement between the parties to the merger, the acquisition of a controlling interest or a public takeover bid;
in the case of a public bid, a copy of the offer document; if it is not available at the time of notification, it must be submitted as soon as possible and no later than when it is sent to shareholders;
copies of the most recent annual report and accounts (or the equivalent for unincorporated bodies) of each party to the merger;
copies of all analyses, reports, studies, surveys (including consumer surveys) and similar documents prepared for the purpose of assessing, analysing or giving an opinion on the merger with respect to market shares, competitive conditions, competitors (actual and potential), the rationale for the merger, the potential for sales growth or expansion into other products or geographic markets, and/or general market conditions. For each of these documents, state (if not shown in the document itself) the date of preparation and the name and position of each person who prepared it;
copies of the two most recent business plans of each party to the merger and, where applicable, a copy of the (draft) business plan of the merged entity; and
copies of any relevant market research reports available to any of the parties to the concentration. Where the geographic markets are likely to be wider than the Community market, also attach market studies covering areas outside it.

9. Declaration

The notifying party or parties declare that:

to the best of their knowledge, the information given in this notification is true, correct and complete, and that providing false or misleading information to the WAEMU Competition Directorate is an offence;
true and complete copies of the documents required by this form have been provided; and
all estimates are identified as such and are their best estimates of the underlying facts, and all opinions expressed are sincere.

Note: each applicant and its legal representative (if one has been appointed) must sign a separate declaration.

Name(s) of authorised signatory (in capitals) *

Position(s) *

Name of entity *

Email address *

Date *

FEE PAYMENT ARRANGEMENTS

All payments must be made by bank transfer to the WAEMU Competition Directorate.

Beneficiary name	Direction de la Concurrence de l'UEMOA
Account number	xxxxxxx
Bank name	xxxxxxxx
Bank address	xxxxxxxx
SWIFT/IBAN code	xxxxxxx
Currency	xxxxxxx

Details of the bank transfer, including a copy of the transfer record showing the transaction reference number, date and time, must be sent to the WAEMU Competition Directorate once payment has been made.

If you are unable to pay by bank transfer and wish to use another payment method, please contact the WAEMU Competition Directorate.

Please also explain how you calculated the amount of the fee referred to above.

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Certains champs obligatoires sont manquants ou incorrects. Merci de vérifier les champs signalés.

1 Déclarant & contact

Dénomination sociale du déclarant*

Champ obligatoire.

Nom du contact*

Champ obligatoire.

Téléphone*

Champ obligatoire.

Adresse e-mail*

Adresse e-mail invalide.

2 Opération notifiée

Entreprise acquéreuse*

Champ obligatoire.

Entreprise cible*

Champ obligatoire.

Nature de l'opération*

Champ obligatoire.

Date de signature de l'accord*

Champ obligatoire.

Résumé de l'opération*

Champ obligatoire.

3 Pièce jointe

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Notification transmise

Votre dossier a bien été reçu par la Direction de la Concurrence de l'UEMOA. Un accusé de réception vous sera adressé par e-mail.

Notify a merger or concentration

Merger notification – Concentration

REQUIREMENTS FOR A VALID NOTIFICATION

CONFIDENTIALITY

HOW TO NOTIFY

APPLICABLE FEE

1. Description of the merger

2. WAEMU Member States affected by the merger

3. The merger

4. Turnover and balance sheet

5. Overlapping products and/or services and other relationships

6. Counterfactual

7. Market context and efficiencies

8. Supporting documents

9. Declaration

FEE PAYMENT ARRANGEMENTS

1 Déclarant & contact

2 Opération notifiée

3 Pièce jointe

Notification transmise

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