PROJECT FARECase type: MRR Form 2 (Simplified Procedure) Case Parties: Aruwa Capital Management/Fastizers Group International/Fastizers Food and Confectionary Limited Published: 25 May. 2023
A. THE PARTIES TO THE MERGER
i. Aruwa Capital Management, registered in Mauritius with company number C118023362 (Aruwa).
ii. Fastizers Group International [Consolidated Group Entity in Mauritius] registered in Mauritius with company number C193897 (hereinafter referred to as Fastizers Mauritius).
iii. Fastizers Food and Confectionary Limited (herein referred to as Fastizers Nigeria).
B. NATURE OF THE MERGER
The proposed transaction is a foreign-to-foreign merger to be implemented via an acquisition by Aruwa of circa 25.0% and 32.5% equity in Fastizers Mauritius via the subscription by Aruwa and issuance by Fastizers Mauritius of 1,250 units of preference shares in the stated capital of Fastizers Mauritius (Proposed Transaction). Suffice to state that Fastizers Nigeria is a wholly owned subsidiary of Fastizers Mauritius less 1 share. The Proposed Transaction equally grants Aruwa certain rights as the only holder of preference shares in Fastizers Mauritius to materially influence the policies of Fastizers Group. The Proposed Transaction thus qualifies as a merger under Section 92(1)(b)(i) of the Federal Competition and Consumer Protection Act (FCCPA) and a Foreign-to-Foreign merger under Regulation 22(2)-(3) of the Federal Competition and Consumer Protection Commission ("FCCPC) Merger Review Regulations 2020 (as amended) (MRR).
C. THE AREA OF ACTIVITY OF THE PARTIES AND THE MARKET IMPACTED BY THE PROPOSED TRANSACTION
Fastizers Mauritius is the parent company of Fastizers Nigeria and holds 99% of Fastizers Nigeria shareholding. Fastizers Nigeria is a packaged snack manufacturing and trading company operating in the Fast-Moving Consumer Goods (FMCG) sector of the Nigerian economy. They are the producers of cookies, biscuits, and chin-chin (Fastizers Products) under its brands Nibit, Fun Cookies and Sweet Stix. Aruwa on the other hand is a private equity fund that identifies untapped investment opportunities and invests in rapidly growing companies that either provide essential goods and services to the rapidly growing female economy or businesses that are founded or co-founded by women or have gender diverse teams.
D. THE STRATEGIC AND ECONOMIC RATIONALE FOR THE PROPOSED TRANSACTION
The rationale for the investment by Aruwa is purely economic as Aruwa is not engaged in the production, distribution or sale of cookies, biscuits, chin-chin, analogous products or any product substitutable with or complementary to the Fastizers Products. Aruwa is a financial investor with a limited investment time horizon. In addition, Aruwa does not hold any stake (equity or otherwise) in similar or directly competing businesses as the Fastizers Group. The economic rationale for the investment in Fastizers is predicated on:
Fastizers Nigeria trades in the cookies market where there is a robust demand for quality and affordable cookies with a growing population that creates a large target market.
The Proposed Transaction will give rise to no competition concerns in Nigeria since the parties to the Proposed Transaction do not carry on business in the same markets or markets that are upstream/downstream to the market of the other party.