GHANA Trends and Developments Contributed by: NanaAma Botchway, Achiaa Akobour Debrah and Alexander Calloway, N. Dowuona & Company
ERCA has moved quickly to assert its authority. Its first conditional merger approval, Canal Plus’s acquisition of full control of MultiChoice Group in August 2025, imposed obligations relating to content diversity, dis - tribution, and compliance reporting. By November 2025, a further four transactions had been approved, with review processes averaging approximately three months from notification. Regional merger control must therefore be incorpo - rated into transaction planning at an early stage. FDI reforms: GIPC Act Amendment Another significant development is the proposed amendment of the Ghana Investment Promotion Centre Act. Current legislation imposes mandatory minimum capital requirements on foreign investors, ranging from USD200,000 for joint ventures to USD1 million for trading enterprises. Parliament has recently approved an amendment bill that would abolish minimum capital requirements for all companies except trading entities. If enacted, this reform would materially lower barriers to entry for for- eign investors, particularly in non-resource sectors such as technology, agribusiness, and digital services. Public M&A: the SEC Takeovers Code Where a target is a public company, listed or unlist - ed, transactions must comply with the SEC Code on Takeovers and Mergers. The Code imposes mandato - ry takeover offers when ownership thresholds, broadly 30%, 50%, or effective control, are crossed. While the SEC has shown flexibility, as in Castel Group’s acquisition of Guinness Ghana Breweries where a mandatory offer was waived, such discretion should not be assumed. Early engagement with the SEC remains essential for public company transac - tions. Deal trends Pricing mechanics and risk allocation Given Ghana’s history of macroeconomic volatility, transaction pricing structures have become increas - ingly sophisticated. Enterprise values are frequently denominated in US dollars to hedge against currency risk, although settlement mechanics require careful
compliance with Bank of Ghana foreign exchange regulations. Dual-currency pricing and completion accounts adjustments are also common. Valuation gaps are increasingly bridged through struc - tured risk-sharing tools, including escrows and hold - backs for tax and litigation exposure, earn-outs for early-stage or growth-dependent businesses, and deferred consideration linked to regulatory milestones. Newmont’s Akyem transaction, with USD100 million payable upon Parliamentary ratification, remains a clear illustration. More joint ventures and staged acquisitions In response to regulatory complexity and capital con - straints, many foreign investors are opting for joint ventures rather than full acquisitions. These structures allow international investors to leverage local knowl - edge and relationships, while local partners benefit from capital, technology, and operational expertise. Such arrangements can be effective, but only where governance addresses practical challenges such as funding capital calls in volatile FX conditions, the degree of day-to-day operational control, and reliance on related-party supply or offtake agreements. Practical steps Formalisation: due diligence and pre-sale housekeeping Ghana’s economy is formalising rapidly. Tax enforce - ment is more assertive, reporting standards are rising, and regulators across sectors are demanding higher compliance. As a result, the valuation gap between formalised and under-formalised businesses is wid- ening. Clean title, up-to-date tax filings, registered intellec - tual property, and audited financials remain scarce among early- and mid-stage companies. Sellers who can meet these standards enjoy negotiation lever - age, while buyers apply valuation discounts to reflect remediation costs and regulatory risk. For sellers, the business case for pre-sale housekeep - ing has rarely been stronger. For buyers, diligence must test not only earnings quality but also sustain - ability, including currency mismatches between rev -
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