Mergers and acquisitions (hereafter M&A) in Côte d’Ivoire are primarily governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which provides the core legal framework for corporate reorganizations, including mergers, demergers, spin-offs, share transfers, and asset contributions. This harmonized regime regulates corporate approvals, minority shareholder protection, creditor rights, and registration formalities with the Commercial Court and the Trade and Personal Property Credit Register (RCCM), ensuring legal validity and enforceability of transactions.

Competition law aspects are mainly governed at the regional level by WAEMU regulations, under the supervision of the WAEMU Competition Commission, which has primary jurisdiction over mergers that may affect competition within the WAEMU common market. In addition, mergers meeting certain regional thresholds may fall within the scope of the ECOWAS Regional Competition Authority.

M&A transactions in Côte d’Ivoire may require additional approvals from sector-specific regulators, particularly in regulated industries. Transactions involving listed companies or public offers are supervised by the Financial Markets Authority of the West African Monetary Union, which oversees capital markets across the WAEMU region.

From a foreign exchange perspective, transactions involving an inflow of capital into Côte d’Ivoire must be declared to the Directorate of External Financing (FINEX) and the Central Bank of West African States. Conversely, outflows of capital from Côte d’Ivoire to outside the WAEMU region require prior authorization from the Minister in charge of Finance.

In addition, M&A transactions are subject to beneficial ownership disclosure requirements, which mandate the identification of the ultimate beneficial owner of any legal entity operating in Côte d’Ivoire. They must also comply with anti-money laundering and counter-terrorism financing regulations, as well as applicable provisions of the General Tax Code.

The M&A market in Côte d’Ivoire remains active and attractive, supported by strong economic growth, political stability, government effectiveness and sustained foreign direct investment. Côte d’Ivoire has established itself as a leading investment hub in Francophone West Africa, attracting strategic investors, private equity funds, and multinational companies seeking regional expansion. Key sectors driving M&A activity include financial services, fintech, telecommunications, energy, infrastructure, mining, and digital services, reflecting the country’s ongoing economic diversification and digital transformation.

While global macroeconomic conditions have led to a more selective investment environment, Côte d’Ivoire continues to demonstrate resilience compared to regional peers. The market is characterized by increasing consolidation, strategic partnerships, and cross-border transactions, particularly involving regional and international investors. The outlook remains positive, supported by a stable legal framework under OHADA and WAEMU, continued infrastructure investment, and Côte d’Ivoire’s strategic position as a gateway to Francophone West Africa.

In 2025, the country drove significant FDI inflows, reaching approximately $3.8 billion USD (up from $2.5 billion the prior year), representing a key driver of economic momentum.

M&A activity in Côte d’Ivoire has been particularly dynamic in the financial services, fintech, healthcare, pharmaceuticals, hospitality, real estate, construction, and telecommunications sectors. This trend is driven by rapid digital transformation, expanding financial inclusion, and strong urbanization, as well as the country’s position as a regional trade and financial hub within the UEMOA zone. Strategic investors and private equity funds continue to show strong interest in banks, insurance companies, mobile money operators, and digital platforms to meet growing demand for technology-enabled services across the region.

The energy, mining, and infrastructure sectors have also seen significant activity, supported by major natural resource discoveries and large-scale government-backed infrastructure programs. Recent discoveries by the Italian energy company ENI, including the Murene South-1X gas and condensate find and the expansion of the Calao complex, have strengthened Côte d’Ivoire’s energy outlook. At the same time, major gold projects such as Koné (developed by Montage Gold) and Doropo (by Resolute Mining) highlight the country’s growing mining potential.

In addition, agribusiness and agro-processing continue to attract investment due to Côte d’Ivoire’s global leadership in agricultural production and ongoing efforts to develop local value-added industries. Overall, these sectors are expected to remain key drivers of M&A activity, reflecting the country’s economic diversification and its strategic role as a gateway to Francophone West Africa.

Over the next two years, sustained economic growth and continued foreign direct investment are expected to drive M&A activity in Côte d’Ivoire. The country’s strong macroeconomic fundamentals, political stability, and strategic position as a regional business hub continue to attract strategic investors and private equity funds, particularly in financial services, energy, infrastructure, and technology. Ongoing infrastructure projects and reforms aimed at improving the business climate should further support transactional activity. At the same time, digital transformation and sector consolidation, especially in oil and gas, mining, fintech, telecommunications, and agro-industries are expected to encourage strategic acquisitions and partnerships, supported by the harmonized legal framework of the Organization for the Harmonization of Business Law in Africa and West African Economic and Monetary Union.

Acquisitions of publicly traded companies in Côte d’Ivoire are governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, the West African Economic and Monetary Union capital markets regulations, and the WAEMU regulation on external financial relations. Public companies are listed on the Regional Stock Exchange (BRVM), and any acquisition of control must comply with securities laws and takeover rules to ensure transparency, investor protection, and orderly market conduct.

In practice, acquisitions can be carried out through three main methods. First, investors may acquire shares directly on the market from existing shareholders. When certain ownership thresholds are crossed, disclosure obligations and regulatory filings must be made with the Financial Markets Authority (AMF-UMOA). Second, an investor may launch a public takeover bid (OPA) to obtain a controlling or significant minority stake. Such offers must be made at a fair price and under equal conditions for all shareholders, subject to the approval and supervision of the AMF-UMOA. Third, acquisitions may occur through negotiated block transactions or share purchase agreements, sometimes combined with shareholder agreements or merger structures under OHADA law.

In practice, investors often combine these approaches, for example by acquiring an initial stake on the market and then launching a takeover offer to secure control within a legal framework designed to balance market efficiency and minority shareholder protection.

In Côte d’Ivoire, public information on a target company is mainly accessible via the BRVM and the AMF UMOA for companies listed on the regional stock exchange and which make public offerings. This includes documents filed by companies, financial statements, annual reports, shareholding structure, board composition, and important information, as well as documents filed with the RCCM and the commercial court in accordance with OHADA requirements.
For companies not listed on the stock exchange, certain basic information about them can be accessed on the CEPICI or commercial court websites.

A target company is generally under no obligation to provide detailed operational or commercial information to a potential acquirer outside a formal due diligence process. Access to confidential data is typically negotiated under confidentiality agreements, while public companies must disclose material information during a public takeover offer or similar control-acquisition process.

In practice, potential acquirers rely on public information for initial assessments, with detailed diligence contingent on the target’s consent or regulatory requirements, balancing transparency and investor protection with the confidentiality of sensitive corporate data.

M&A due diligence is typically comprehensive and aligned with international standards, covering legal, corporate, financial, tax, regulatory, and employment matters to verify ownership, assess compliance, and identify transaction risks. Legal due diligence under OHADA law focuses on corporate structure, incorporation documents, shareholder agreements, RCCM filings, material contracts, financing arrangements, litigation, licenses, and change-of-control provisions.

Financial, tax, and regulatory diligence is particularly important in regulated sectors such as banking, insurance, telecommunications, mining, and energy. The scope and detail depend on the transaction’s size, nature, and the level of access granted by the target company, with private transactions allowing more extensive review via data rooms and management access, while public transactions rely mainly on publicly available information.

Overall, due diligence in Côte d’Ivoire is essential for confirming valuation assumptions, identifying potential liabilities, and enabling investors to negotiate appropriate contractual protections, including representations, warranties, and indemnities, ensuring informed and secure M&A transactions

In Côte d’Ivoire, the governance of target companies is primarily governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which establishes a clear distinction between shareholders and management bodies. The shareholders’ general meeting is the highest decision-making authority and has exclusive competence over fundamental matters such as approval of financial statements, appointment and removal of directors, amendments to the articles of association, capital increases or reductions, and the approval of mergers and other structural transactions.

The board of directors, in Public Limited company (sociétés anonymes), is responsible for defining the company’s strategic direction and overseeing management, including approving significant transactions such as acquisitions, divestitures, and financing arrangements, subject to shareholder approval where required. In other corporate forms, such as Limited Liability Company (SARL) or Simplified Joint Stock Company (SAS), these functions are performed by one or more managers or a president, in accordance with the company’s constitutional documents.

Shareholders benefit from important approval and governance rights, including voting rights on key corporate decisions, access to corporate information, and entitlement to dividends. In the context of M&A transactions, shareholder approval is typically required for mergers and other major structural transactions, while the board or management is responsible for negotiating and implementing the transaction, ensuring both effective corporate governance and protection of shareholder interests.

The duties of directors are governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) and include duties of care, diligence, loyalty, and good faith. Directors must act in the best interests of the company, ensure compliance with applicable laws and corporate governance rules, and oversee the accuracy of financial and corporate information. They may incur personal liability in cases of mismanagement, breach of legal or statutory obligations, or conflicts of interest causing harm to the company or third parties.

In the context of M&A transactions, directors are required to act in corporate interest, ensure that the transaction is conducted on fair and transparent terms, and disclose any personal interest in the transaction. They are also responsible for ensuring compliance with corporate approval procedures and applicable regulatory requirements, particularly in regulated sectors or in the case of publicly listed companies. Punitive sanctions will be incurred by the director of any company who, in bad faith, use the assets or credit of the company in a way they know is against the interests of the company, for personal, material or moral ends, or in favour of another corporate body in which they have an interest directly or indirectly.

Controlling shareholders must exercise their rights in good faith and must not abuse their majority position. Decisions taken in violation of the company’s interest or to the detriment of minority shareholders may be challenged and annulled by the courts. In addition, controlling shareholders and directors of listed companies are subject to disclosure and transparency obligations under the supervision of the Financial Markets Authority of the West African Monetary Union (AMF-UEMOA), ensuring the protection of minority shareholders and the integrity of the market. Directors and Controlling shareholders can be held personally liable for failure comply with the relevant provisions the WAEMU regulation on external financial relations of the member States. Applicable sanctions could include hefty fines or imprisonment or both.

In practice, employees do not have approval rights over M&A transactions under OHADA corporate law. However, under the Labour Code, employees must be informed and, where applicable, consulted through staff representatives where the transaction results in restructuring, changes to employment conditions, or collective redundancies. In the case of a transfer of business, employment contracts are generally automatically transferred to the acquiring entity, preserving employees’ accrued rights and seniority, unless lawfully terminated in accordance with applicable labour regulations.

Other stakeholders, particularly creditors, benefit from statutory protections under OHADA law. In merger or asset transfer transactions, creditors may exercise opposition rights within a specified period if their interests are adversely affected. In addition, transactions in regulated sectors may require prior approval from relevant regulatory authorities. While employees and creditors do not have veto rights, the legal framework ensures transparency, consultation where required, and protection of their legal and economic interests.

In Côte d’Ivoire, conditionality is a widely accepted and standard feature in M&A transactions.

Under OHADA law, parties are free to structure deals with conditions of precedent or/and subsequent (“conditions suspensives”) to allocate risk and protect their interests, provided such conditions do not violate mandatory statutory provisions. Common conditions include obtaining regulatory approvals, securing financing, completing satisfactory due diligence, or obtaining necessary third-party consents.

Conditionality is particularly important in regulated sectors such as banking, insurance, telecommunications, mining, and energy, where transactions often require prior approval from sectoral regulators or clearance from WAEMU competition authorities. In publicly listed companies, conditions may also relate to AMF UMOA approval and compliance with disclosure obligations or public takeover procedures. Overall, conditions precedent are routinely used in the Ivorian market to manage risk, ensure regulatory compliance, and provide certainty for both buyers and sellers.

In Côte d’Ivoire, acquirers commonly seek deal exclusivity in M&A transactions to secure negotiation rights and mitigate competitive risk. Under OHADA law, parties are free to agree on contractual arrangements granting a defined period of exclusivity, provided such arrangements comply with mandatory legal provisions and do not infringe WAEMU competition rules. Exclusivity is typically set out in a memorandum of understanding (MoU) or letter of intent (LOI), which defines the duration, the target’s obligation to refrain from negotiating with other potential buyers, and conditions for termination.

Exclusivity can be further reinforced through a binding agreement (i.e., SPA, SHA, joint venture or partnership agreement), often including penalties or compensation if breached. During this period, the acquirer usually gains access to detailed due diligence under confidentiality obligations. For publicly listed companies, exclusivity arrangements must also respect AMF UMOA disclosure rules to ensure fairness and transparency. Overall, exclusivity is a well-established and enforceable feature in the Ivorian M&A market, providing acquirers with certainty while remaining fully compliant with OHADA and UEMOA legal frameworks.

Acquirers commonly use deal protection mechanisms to secure M&A transactions and manage risk. Standard tools include break fees or reverse break fees to compensate the acquirer if the target terminates the transaction without cause, exclusivity or “lock-up” fees to ensure the target does not solicit competing offers, and detailed representations, warranties, and indemnities to provide legal recourse in case of misstatements or breaches by the target.

Cost coverage mechanisms are also frequently negotiated, ensuring that legal, financial, and regulatory due diligence expenses are reimbursed if the transaction fails due to target-related issues. Escrow arrangements are widely used to secure indemnity obligations or post-closing adjustments. In publicly listed companies, these mechanisms must comply with AMF UMOA disclosure rules to protect minority shareholders and maintain market transparency. Overall, such arrangements are well-established in the Ivorian market, providing acquirers with certainty, risk mitigation, and compliance with OHADA and WAEMU frameworks.

In Côte d’Ivoire, cash is the most common form of consideration in M&A transactions, particularly in private company deals, due to its simplicity, certainty of value, and ease of execution under OHADA law and WAEMU regulations. Cash payments provide immediate liquidity to sellers and are straightforward to structure, making them the preferred method for most acquisitions.

Share-based and hybrid structures are less frequent but increasingly used in strategic transactions, joint ventures, or cross-border deals, allowing sellers to retain an interest in the combined entity and align incentives with the buyer. In publicly listed companies, all forms of consideration must comply with AMF UMOA rules, including disclosure requirements and fair pricing obligations in the context of a public takeover offer (OPA). These mechanisms ensure transparency, protect minority shareholders, and provide flexibility in structuring deals within the Ivorian regulatory framework.

Please note that acquisitions of publicly listed companies are subject to mandatory disclosure under UEMOA securities regulations and BRVM listing rules, supervised by the Financial Markets Authority of the West African Monetary Union (AMF UMOA). Any acquisition that results in an investor crossing key ownership thresholds and voting rights triggers notification to the market and the AMF UMOA. These rules apply to both minority and controlling stakes and ensure transparency, protect minority shareholders, and maintain orderly market conduct.

Acquisitions that confer control or significant influence may also require a formal public takeover bid (OPA/ Tender Offer), depending on the percentage of voting rights acquired. Non-compliance with disclosure obligations can result in fines, injunctions, or reputational consequences.

For non-listed companies, there are no statutory thresholds for reporting minority or majority stakes under OHADA law. Only changes affecting control of shares or change in management must be registered with the RCCM. Shareholder agreements or the company’s Articles of Association may impose additional transparency or approval requirements for specific thresholds, and regulated sectors such as banking or insurance may require prior regulatory authorization.

In addition, transactions that may confer or strengthen a dominant market position must also be notified to the WAEMU competition authority to ensure compliance with regional competition rules.

In Côte d’Ivoire, public disclosure in M&A transactions involving listed companies is governed by WAEMU capital markets regulations under the supervision of the regulator (AMF-UMOA). Disclosure is required once negotiations reach a stage where the transaction constitutes material information likely to affect the share price typically upon execution of a binding agreement or a firm decision to launch a public takeover bid (OPA). Early-stage discussions, non-binding offers, and due diligence remain confidential, unless information leaks or unusual market activity triggers an obligation to inform the market to preserve transparency and market integrity. For non-listed companies, no public disclosure is required during negotiations, aside from post-closing corporate filings or sector-specific regulatory approvals where applicable.

Under Ivorian law and the OHADA framework, there is no statutory maximum time period for negotiations or due diligence in M&A transactions. The duration of discussions is contractually determined by the parties and typically governed by non-disclosure agreements, memoranda of understanding, or exclusivity arrangements, which may set agreed timelines. In practice, the length of negotiations depends on the complexity of the transaction, the scope of due diligence (legal, financial, tax, regulatory), and the need for third-party consents or regulatory approvals.

There is no general statutory maximum period between the announcement and completion of a transaction for private companies governed by OHADA law, as the signing-to-closing timetable is primarily driven by contractual arrangements and the fulfilment of conditions precedent (such as regulatory approvals or third-party consents).

However, in the case of listed companies, WAEMU capital markets regulations under the supervision of the regulator (AMF-UMOA) impose structured procedural timelines once a public takeover bid (OPA) is formally launched, including defined offer periods and regulatory review stages, which effectively frame the period between announcement and completion.

In Côte d’Ivoire, a minimum price for shares is generally relevant only in publicly listed company transactions. Under WAEMU capital markets regulations, supervised by AMF-UMOA, a public takeover bid must offer a price that is fair to all shareholders, typically no lower than the highest price paid by the bidder for the same shares during a recent reference period, with independent valuations sometimes required to protect minority shareholders. In private company transactions governed by OHADA law, share prices are freely negotiated, though regulatory review may apply in sectors such as banking or insurance where a change of control occurs.

In Côte d’Ivoire, target companies are generally prohibited under OHADA law from providing financial assistance such as loans, guarantees, or other support to facilitate the acquisition of their own shares, in order to protect capital, creditors, and shareholders. Exceptions are narrowly defined and may only apply if permitted by the company’s statutes and if the transaction does not threaten solvency or violate capital maintenance rules. In regulated sectors, prior approval from supervisory authorities may also be required. In practice, acquirers rely on external financing rather than target-provided assistance to ensure compliance with OHADA and WAEMU regulations.

Please note that, acquisitions are customarily governed by OHADA law, particularly the Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), which regulates corporate governance, share transfers, and approval requirements, while WAEMU capital markets regulations, supervised by the AMF UMOA, apply to publicly listed companies, covering disclosure, public takeover procedures, and shareholder protection. Ivorian law is typically chosen as the governing law to ensure enforceability of corporate approvals, compliance with mandatory provisions, and alignment with local regulatory frameworks, while foreign investors may incorporate additional contractual terms under international law, provided all formalities and regulatory obligations under OHADA and WAEMU are respected.

A buyer acquiring a publicly listed company must produce public-facing documentation in compliance with WAEMU capital markets regulations, under the supervision of the AMF UMOA, in addition to BRVM listing rules. The key documents include:

• Announcement of the intended acquisition: a formal notice to the market disclosing the bidder’s intention to acquire a controlling or significant stake, ensuring transparency and equal treatment of all shareholders.
• Offer document for a public takeover bid: this is the principal disclosure document, detailing the terms of the offer, the price, financing arrangements, and any conditions precedent. It must also include information on the bidder, the target, potential conflicts of interest, and the rights of shareholders.
• Fairness opinion or independent valuation report: in certain cases, the AMF UMOA may require an independent assessment of the offered price to ensure it is fair and equitable to minority shareholders.
• Periodic and post-offer reporting: once the offer is open, the bidder must publish updates on the progress of the OPA, including acceptance rates, any adjustments to the offer, and final results upon completion.

Overall, these documents are designed to ensure market transparency, equal treatment of shareholders, and regulatory compliance, and failure to provide them can result in fines, suspension of the offer, or reputational damage.

Share transfers are governed by OHADA law and require compliance with corporate formalities, registration, and tax obligations. For private companies, this typically includes a written share transfer agreement, any required board or shareholder approvals, updating the company’s shareholders register and, where the transaction results in a change of control, the beneficial owners register, as well as filing with the RCCM (if required).

For publicly listed companies, transfers occur through the BRVM central depository, with regulatory filings required for significant stakes. Transfers are generally subject to registration taxes and stamp duties for private companies, while BRVM transactions are largely exempt. Transfers are also subject to tax on income from securities (IRVM) when the transferor (natural person) realizes a capital gain on the disposal.

Overall, documenting a share transfer in Côte d’Ivoire combines OHADA corporate formalities, regulatory compliance, and tax obligations, with additional requirements where control of the company changes.

In Côte d’Ivoire, hostile acquisitions are rare and not a common feature of the M&A market. The regulatory framework under OHADA law and WAEMU capital markets regulations, supervised by the regulator, emphasizes transparency, shareholder protection, and orderly market conduct, which tends to favor negotiated, friendly transactions.

For publicly listed companies, any attempt at a hostile takeover typically through a public takeover bid opposed by the target’s board is heavily regulated. The AMF UMOA requires disclosure of intentions, ensures that all shareholders are treated equally, and may intervene to protect minority interests. Additionally, statutory pre-emption rights, shareholder agreements, and sector-specific regulatory approvals further limit the feasibility of hostile approaches. Consequently, most acquisitions in Côte d’Ivoire are amicable and structured through negotiation, with hostile bids being exceptional and challenging to execute in practice.

In Côte d’Ivoire, directors of a target company are protected against hostile acquisitions under OHADA law and UEMOA capital markets regulations. They may lawfully implement defensive measures such as enforcing pre-emption rights, shareholder approval requirements, or statutory restrictions on share transfers provided these actions respect their duties of care and loyalty to the company.

For publicly listed companies, the AMF UMOA oversees public takeover bids to ensure fairness and transparency, while sector-specific regulatory approvals for a change of control in banking, insurance, or finance provide an additional layer of protection.

A buyer may be required to make a mandatory public takeover offer under WAEMU capital markets regulations, supervised by AMF UMOA, whenever their acquisition of shares results in crossing ownership thresholds that confer control over a listed company. In practice, acquiring 90% or more of the voting rights typically allows the acquirer to initiate a mandatory or compulsory offer for the target, ensuring that all remaining shareholders are given the opportunity to sell their shares on equitable terms.

The compulsory offer must comply with AMF UMOA rules on pricing, disclosure, and equal treatment of shareholders. The offer price is usually set at the highest price paid by the buyer for the same class of shares during a recent reference period, and all material information must be disclosed to the market. These provisions protect minority shareholders, prevent opportunistic accumulation of control, and maintain transparency and investor confidence in the Ivorian capital markets.

Minority shareholders in a target company enjoy a range of protections under OHADA law and, for listed companies, under WAEMU capital markets regulations supervised AMF UMOA. OHADA law guarantees minority shareholders fundamental rights, including the right to receive information about the company, to participate in and vote at general meetings, to challenge resolutions that are unlawful or prejudicial, and to benefit from pre-emption rights on new share issues.

For publicly listed companies, minority shareholders are further protected by the AMF UMOA’s takeover and disclosure rules. If an acquirer does not obtain full control, minority shareholders are entitled to equal treatment in any public takeover bid, including the same price offered to other shareholders. They may also exercise appraisal rights, seek remedies for breaches of fiduciary duties by controlling shareholders or directors, and rely on statutory thresholds for blocking certain major corporate actions.

Within the OHADA framework, there is no general statutory squeeze-out mechanism for non-listed companies, except where such rights are contractually provided (e.g., drag-along clauses or shareholders’ agreements).

However, for companies listed on the regional stock exchange, WAEMU regulations provide for a Public Buy-Out Offer (Offre Publique de Retrait – OPR), which allows a controlling shareholder to compel the purchase of the remaining minority shares.

Please note that OPR requires prior approval from the Regulator and is typically available when the initiating shareholder holds a dominant stake (in practice between 90% and 95%). The process requires publication of a notice specifying the offer price, duration, and terms.