GHANA Trends and Developments Contributed by: NanaAma Botchway, Achiaa Akobour Debrah and Alexander Calloway, N. Dowuona & Company
Consumer goods: from ownership to licensing Multinational corporations in the consumer goods sector are increasingly adopting asset-light models to manage currency volatility and capital intensity. Diageo’s sale of its 80.4% stake in Guinness Ghana Breweries to the Castel Group for USD81 million is a leading example. Diageo exited the operating busi - ness but retained brand ownership and economic exposure through a long-term licensing and royalty structure. Such transactions are no longer straightforward share transfers. They require extensive negotiation of intel - lectual property licences, transitional services agree - ments, manufacturing frameworks, and brand govern - ance protocols, all of which must align with Ghanaian regulatory requirements, particularly those governing technology transfer agreements. Private equity Private equity and venture capital funds are playing an increasingly influential role in Ghanaian M&A. Reforms led by the National Pensions Regulatory Authority are expanding the pool of long-term domestic capital, and funds are progressively better capitalised to transact in an environment where traditional debt remains cost - ly. Activity is strongest in high-growth sectors includ - ing consumer goods, healthcare, agro-processing, and digital infrastructure. Funds that invested between 2018 and 2022 are now approaching or exceeding their expected exit horizons, creating pressure to deliver liquidity. Trade sales to pan-African and Asian strategic buyers rep - resent the most viable exit route. Secondary buyouts remain uncommon due to a limited buyer pool. Stock exchange listings, while achievable for the right asset as demonstrated by First Atlantic Bank, require exten - sive preparation and patient execution. Continuation vehicles are likely to emerge as a structural response to exit constraints. In this environment, managers who can demon - strate operational value creation, rather than reliance on financial structuring alone, are best positioned, as buyers apply consistent valuation discipline and detailed scrutiny.
Carbon assets and nature-based solutions Ghana’s early engagement with Article 6 co-operation frameworks is shaping investor interest in forestry, agriculture, and renewable energy assets. In active transactions, buyers are increasingly focused on carbon ownership, baseline methodologies, and the durability of arrangements with government and pro - ject partners following a change of control. Over the coming year, more transactions are expected in which carbon revenue potential forms a material part of valuation, supported by bespoke indemnities and earn-out mechanisms to allocate the risk of future changes in methodology or regulatory approvals. Evolving regulatory framework For foreign investors, navigating Ghana’s evolving regulatory landscape is now central to transaction planning. Competition Bill Ghana currently lacks a single, economy-wide com - petition or antitrust statute. Although a draft Competi - tion Bill has circulated for some time and the Minis - ter for Trade has confirmed its intention to introduce it, no enactment date has been announced. In the absence of a general merger control regime, transac - tions remain subject only to sector-specific regulatory approvals. The regional dimension: ECOWAS merger control A significant parallel development is the operationali - sation of the ECOWAS Regional Competition Author - ity (ERCA). ERCA became fully operational on 1 October 2024 following the swearing-in of its Council members before the ECOWAS Court of Justice. As an ECOWAS member state, Ghana falls squarely within its jurisdiction. Notification to ERCA is mandatory where merging parties operate in at least two ECOWAS states and meet relatively modest turnover thresholds, either combined regional turnover exceeding 20 million West African Units of Account (WAUA) or individual turno - ver of at least 5 million WAUA for at least two parties. Transactions meeting these thresholds may not close before clearance is obtained.
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