Over the past year, Ghana’s M&A activities have reflected a mix of selective but meaningful transactions, largely influenced by sector-specific dynamics, evolving investor interest, and broader economic conditions.

Despite a slight decline in overall activity, several noteworthy M&A transactions were completed during the year. These deals reflect activity in the financial services, insurance, and natural resources sectors, which continue to attract both local and regional investors. Deal flow in the jurisdiction has been more strategic in nature, often involving sizeable cross-border transactions rather than a high volume of smaller deals.

Overall, M&A volumes in Ghana remain modest compared to larger African markets. This can be attributed in part to regulatory and approval delays in key sectors such as mining and banking. However, there is growing interest from private equity and regional investors in sectors such as fintech, renewable energy, and consumer markets.

Over the past year, Ghana’s M&A market has demonstrated notable dynamism, reflecting improvements in the country’s macroeconomic fundamentals and the evolving strategic priorities of both domestic and international investors.

A significant trend in Ghana has been the rise in strategic domestic M&A activity. Domestic companies are increasingly using mergers and acquisitions as a growth strategy, rather than relying solely on organic expansion. This shift has been driven largely by improving macroeconomic conditions, including currency stabilisation and reduced inflationary pressures, which have supported milestone transactions across key industry sectors.

The mining sector has been at the forefront of deal-making in Ghana. A major transaction during the period was the USD100 million acquisition of Azumah Resources Ghana Ltd by Engineers & Planners Company Ltd. While domestic transactions have been prominent, international interest remains strong, as evidenced by larger cross-border deals such as Zijin Mining’s acquisition of the Akyem Gold Mine.

Although resource-related transactions continue to dominate the M&A landscape, emerging sectors such as technology and healthcare are attracting increasing interest. For example, Ghana’s leading mobile money operator, MobileMoney Ltd (MoMo), is restructuring and merging with its newly established Ghanaian fintech entity, MobileMoney Fintech Ltd, in 2026. This transaction is intended to comply with regulatory localisation requirements while positioning the business for future growth and value creation.

In other sectors, including healthcare and banking, M&A activity has been relatively limited over the past year. Instead, these sectors have seen strategic private investments and growth funding. In the banking sector, for instance, certain institutions, such as First National Bank Ghana, received sizeable capital injections from their parent companies, reducing the immediate need for consolidation through acquisitions.

Over the past 12 months, mergers and acquisitions activity in Ghana has reflected a strategic and selective market. Several industries have experienced meaningful consolidation, as outlined below.

Technology (Fintech)

The fintech and broader technology sector has been the most active and lucrative area for M&A activity over the past year. The most notable transaction is the ongoing merger between MobileMoney Ltd and MobileMoney Fintech Ltd. Following the announcement of the merger, MoMo recorded approximately GHS300 billion (USD27.5 billion) in transactions on its platform, highlighting the scale and significance of the deal.

Mining

Significant consolidation has also occurred in the mining sector. Engineers & Planners (E&P), a prominent local mining and construction company, acquired a 100% shareholding in Azumah Resources Ghana Ltd. This acquisition granted E&P full control of the Black Volta and Sankofa gold project concessions. In addition, China’s Zijin Mining Group acquired the Akyem Gold Mine from the United States based Newmont Corporation in a transaction valued at approximately USD1 billion.

Telecommunications

The most significant recent M&A transaction in the telecommunications sector is the proposed merger between government-owned AirtelTigo and Telecel Ghana. However, the transaction has not yet been fully completed, as it remains subject to ongoing regulatory review and the receipt of the necessary approvals.

Petroleum

In the petroleum sector, operators and partners have increasingly pursued asset-level transactions rather than large-scale corporate acquisitions. A notable example is Tullow Oil’s acquisition of the TEN oil field’s Floating Production Storage and Offloading vessel (FPSO) under a deal valued at approximately USD205 million. The transaction was aimed at reducing operating costs and strengthening long-term control over critical infrastructure. These developments reflect a broader shift towards operational consolidation and infrastructure ownership within Ghana’s petroleum industry.

Insurance

In the insurance sector, emPLE Group, an insurance subsidiary of Evercorp Industries Limited, acquired a 100% stake in Metropolitan Ghana in September 2025 from the Momentum Group. The transaction covered all three Metropolitan Ghana entities, namely Metropolitan Life Insurance Ghana Limited, Metropolitan Health Insurance Ghana Limited and Metropolitan Pensions Trust Ghana Limited.

The primary modes of acquiring a company in Ghana include share purchases, asset purchases, mergers (including mergers by absorption, mergers involving the formation of a new company, and transactions where the transfer of ownership interests within specific sectors results in a change of control), schemes of arrangement, and takeovers.

The Companies Act, 2019 (Act 992) is the principal legislation governing mergers and acquisitions transactions in Ghana. In addition, industry-specific laws and regulations apply to transactions in certain sectors.

Office of the Registrar of Companies (ORC)

All mergers and acquisitions must be filed with the Office of the Registrar of Companies. Depending on the sector, approval from additional regulators may also be required.

The ORC’s mandate includes:

• filing merger documentation;
• issuing certificates of merger;
• issuing certificates of incorporation; and
• ensuring compliance with statutory requirements applicable to mergers and acquisitions.

Securities and Exchange Commission (SEC)

The SEC is responsible for reviewing, approving, and regulating takeovers, mergers, and acquisitions involving listed and unlisted public companies.

Bank of Ghana (BoG)

The Bank of Ghana regulates mergers and acquisitions involving banks and specialised deposit-taking institutions. Prior approval is required for transactions involving significant share acquisitions in financial institutions or mergers involving banks.

Fintech Companies

Fintech companies, including money issuers and payment service providers, must obtain prior approval from the Fintech and Innovation Office of the Bank of Ghana before undertaking any merger or acquisition transaction.

National Insurance Commission (NIC)

In the insurance sector, the acquisition or sale of significant shares or interests requires the prior approval of the National Insurance Commission.

National Communications Authority (NCA)

The NCA oversees mergers and acquisitions involving communications entities. Approval is required where the transfer of shares in a licensed company would result in a change of control of the target company.

Ministry of Lands and Natural Resources

The acquisition of a controlling interest in a company that holds a mining lease requires prior approval from the sector Minister, acting through the Minerals Commission. This approval is mandatory before the acquisition can take legal effect.

Ministry of Energy

The Minister of Energy and the Petroleum Commission have the authority to approve the acquisition of a controlling interest in companies that hold petroleum licences.

Fisheries Commission

Where a merger or acquisition results in the formation of a new company in the fisheries sector, licences granted to fishing vessels owned by the target company do not automatically transfer to the acquiring company. Permission must be obtained from the Fisheries Commission.

Energy Commission

A licence from the Energy Commission is required to engage in the transmission, wholesale supply, distribution, or sale of electricity or natural gas. Where a business combination results in a new entity, existing licences cannot be transferred without the approval of the Energy Commission’s board.

Foreign investors must comply with minimum capital requirements and register the relevant business with the Ghana Investment Promotion Centre (GIPC). The amount of capital required depends on the nature of the business. Fully foreign-owned businesses are required to make a minimum capital investment of USD500,000. Joint ventures with a Ghanaian citizen are subject to a mandatory minimum capital investment of USD200,000. Foreign-owned trading businesses that buy and sell imported goods must invest a minimum capital of USD1 million.

Foreign entities are prohibited from operating certain categories of businesses in Ghana. These include the operation of beauty salons, the retail sale of finished pharmaceutical products, and the sale of goods or provision of services in markets through petty trading or hawking. Foreigners are also not permitted to engage in pool, betting, or lottery businesses. In addition, foreigners are prohibited from trading in local gold markets. As a result, gold trading licences are only issued to Ghanaian citizens or to companies that are wholly owned by Ghanaian citizens.

In certain industries, regulatory approval is required where a change in ownership occurs. For example, a share acquisition that confers more than 20% of the voting rights in a mining company requires approval from the relevant sector minister. Similarly, any transaction in the banking sector that results in a change of control of a bank must be approved by the Bank of Ghana.

Under Ghanaian law, a foreigner may only acquire a leasehold interest in land for a maximum period of 50 years. Pursuant to the Lands Act (Act 1036), a company is considered foreign if more than 40% of its shareholding is held by non-Ghanaians. Any such interest in land must be registered with the Lands Commission.

Ghana does not have a codified antitrust or competition law regime governing business combinations across all sectors of the economy.

The Competition and Fair Trades Practices Bill, 2023 aims to establish a comprehensive antitrust law in Ghana. However, the bill remains pending despite having been drafted as far back as 2006. More recently, the Ministry of Trade and Industry reiterated the government’s commitment to passing this law, with support from the ECOWAS Regional Competition Authority.

In the absence of a general competition regime, regulatory oversight of mergers and acquisitions is largely fragmented. The Securities and Exchange Commission applies principles of fairness, transparency, full disclosure, and shareholder protection in mergers and acquisitions involving public companies. In transactions involving private companies, the directors of the companies concerned may refuse to approve a transaction if, in the exercise of their fiduciary duties, they determine that the proposed transaction is not in the best interests of the company.

Sector-specific regulatory regimes also exist, under which relevant authorities review and approve mergers and acquisitions within their respective industries. For example:

• Telecommunications – the National Communications Authority, exercising powers conferred under the Electronic Communications Act (ECA), declared MTN Ghana a Significant Market Power operator on the basis that it had become overly dominant in the telecommunications market. This declaration enabled the regulator to impose limits on certain pricing practices, including interconnection rates and on net and off net pricing parity, in order to enable smaller operators to compete. In addition, the regulator approves MTN’s tariff proposals to prevent the company from obtaining an unfair competitive advantage in the market.
• Mining – in 2025, AngloGold Ashanti and Gold Fields proposed to merge their Tarkwa and Iduapriem mines into a single operation. This transaction was halted due to the absence of final approvals from the relevant regulatory bodies.
• Financial Services and Mobile Money – the Bank of Ghana has taken several regulatory actions in relation to MTN Mobile Money. Under the Payment Systems and Services Act, 2019, the Bank of Ghana mandates a minimum of thirty percent Ghanaian ownership of all payment service providers operating in the country. As a result, MTN Ghana was required to restructure its mobile money business to comply with this regulatory directive.

In addition to sector-specific regulation, some general legislation addresses aspects of competition and market dominance.

• The Protection Against Unfair Competition Act, 2000 (Act 859) prohibits dishonest commercial practices that result in abuse of dominance, market distortion, or the unfair exclusion of competitors.
• The National Petroleum Authority Act, 2021 (Act 1061) mandates the National Petroleum Authority to promote fair competition and prevent monopolistic practices in the downstream petroleum sector.
• The Insurance Act, 2021 requires regulatory approval for mergers and acquisitions in the insurance sector, with regulators considering factors such as market concentration and the protection of policyholders.
• The Banks and Specialised Deposit Taking Institutions Act, 2016 (Act 930) requires prior approval from the Bank of Ghana for mergers, acquisitions, or significant changes in shareholding. This approval process includes an assessment of market concentration and overall financial stability.

The primary legislation governing labour relations in Ghana is the Labour Act, 2003 (Act 651) and the Legislative Instrument made thereunder, namely the Labour Regulations, 2003 (LI 1833). All acquiring companies are required to comply with these laws.

Relevant provisions include the following.

Compensation for Redundancy

Compensation for redundancy arises where:

• a company closes down or undergoes an arrangement or amalgamation that severs the legal employment relationship that existed immediately before the closure, arrangement, or amalgamation; and
• as a result of, and in addition to, the severance, the employee becomes unemployed or suffers a diminution in their terms and conditions of employment.

Consultation

There are no express labour laws that generally require employee consultation in private M&A transactions. However, where an employer contemplates significant changes in the organisation, structure, programmes, or technology of a business that may result in job losses, the employer is required to consult with the relevant trade union. This consultation must be undertaken with a view to minimising job losses and mitigating any adverse effects on affected employees.

Transfers

The Labour Act recognises that a merger or acquisition may result in job losses. However, there is no automatic right of transfer for employees of an acquired or merged entity. Whether an employee retains their employment depends on the terms of their existing contract of employment and the terms and conditions of the transaction.

Where a transfer does take place, the new entity is required to enter into new employment contracts with the transferred employees.

Under Regulation 30(1) of the Labour Regulations, 2003, the validity of any assignment of an employment contract in a private M&A transaction is subject to the employee’s consent and the endorsement of the Chief Labour Officer.

Where an employee is not retained, or where the employee fails to give consent to the assignment, the employee is entitled to redundancy compensation.

Collective Agreements

Collective agreements remain binding on the acquiring entity following the integration of the companies. As a result, the acquirer may inherit obligations relating to wages, benefit structures, and grievance procedures as set out in the applicable collective agreement.

Pension Schemes

All pension schemes in Ghana are governed by the National Pensions Act, 2008 (Act 766), which established the National Pensions Regulatory Authority (NPRA) as the pensions regulator.

Under the Ghanaian pensions regime, the acquiring entity is required to make the prescribed pension contributions for any employees it continues to employ. The acquiring entity may maintain the pension scheme operated by the target company or make limited variations to the existing scheme, subject to applicable legal requirements.

Statutory Compliance

The purchaser is required to comply with minimum wage and overtime regulations, applicable health and safety standards, and statutory contribution obligations under the Social Security and National Insurance Trust (SSNIT) and the National Health Insurance Scheme (NHIS).

Employee Benefits and Entitlements

The acquiring entity is required to honour accrued employee benefits, including annual leave, gratuities, severance pay, and outstanding pension obligations. Employees are entitled to fully paid leave for each calendar year of continued service.

A change in ownership or management does not interrupt an employee’s continuity of service. Accordingly, employees retain all accrued leave and related employment benefits in any business combination involving a change in ownership or management.

There is no specific national security review of acquisitions. However, in specific sectors like banking, insurance, mining and petroleum, regulators may assess the national/public interest and security concerns prior to approving the transaction.

Ghana has not seen a single landmark M&A judgment in the past three years. However, there has been increased constitutional and regulatory scrutiny of M&A transactions.

The recent Supreme Court decision in the 2024 case of Mahama Ayariga v Attorney General, Parliament of Ghana, Ghana Amalgamated Trust PLC and National Trust Holding Company is noteworthy in the context of M&A transactions involving state-owned or state-backed entities and public-interest financing.

The significance of this case lies in the clarification that acquisitions by state-owned or state-backed entities require parliamentary approval. Failure to obtain such approval may result in delays or may invalidate the transaction.

While there have been some meaningful capital markets developments, there have been no significant amendments to takeover law in Ghana and there is no legislation under review in a way that could result in significant changes in the next 12 months.

This is not unusual in Ghana. Under the Securities and Exchange Commission Code on Takeovers and Mergers, specifically Rule 4, a person is deemed to have acquired effective control of a target company where that person:

• acquires more than 30% but less than 50% of the voting shares of the target company;
• acquires 50% or more of the voting shares of a public company; or
• acquires a company that itself exercises effective control over the target company.

Accordingly, a potential bidder may build its stake up to these thresholds with a view to launching an offer.

Where any of these thresholds is met, the acquirer is required to make a takeover offer for the company, commonly referred to as a mandatory offer. In practice, in the takeover of public companies, a bidder will typically acquire shares in the target company prior to making an offer. Such stake-building strategies may be undertaken through open market purchases.

Conversely, there is no legislative requirement mandating that a bidder acquire shares in the target company prior to acquiring control. Instead, control may be acquired through a negotiated, contract-driven transaction, typically structured under a Share Purchase Agreement.

A material shareholding disclosure threshold depends on whether the entity is public, listed, or regulated by a sector supervisory body.

An asset sale in a transaction that exceeds 75% of the total value of a company’s assets requires a special resolution of shareholders. All companies are legally required to maintain a register of beneficial owners with the ORC, which requires disclosure of any entity that owns a substantial interest.

A person acquiring 30% or more of the voting shares within a 12-month period, or acquiring over 50% of the voting shares in a public company, is required by law to make a mandatory offer. In addition, no person may acquire more than 25% of the voting rights of a listed company without notifying the Ghana Stock Exchange (GSE).

In the case of listed companies, shareholders are required by law to make disclosure through the GSE within 48 hours when their holdings reach, exceed, or fall below each 5% threshold, starting from 10% up to 50% plus one share.

In general, any change that results in an ownership level of 30% or more requires public disclosure.

The Bank of Ghana approves significant shareholdings in banks and specialised deposit taking institutions at thresholds of 5%, 10%, 20%, 30%, 50%, and 75%. The Bank of Ghana also approves any acquisition in the fintech sector that involves more than a 15% interest in an electronic money or payment service provider company.

In the petroleum sector, a transfer of shares of 5% or more in a contract requires ministerial approval.

In the telecommunications sector, the NCA must approve any transfer of shares, merger, or acquisition involving a communications entity.

Private companies may determine and adjust their own reporting thresholds. In such cases, pre-emption rights may be triggered, allowing existing shareholders the option to purchase additional shares before they are offered to new investors. The articles of incorporation may impose stricter internal notification requirements but cannot dilute or override the statutory benchmark.

In the banking, insurance, and telecommunications sectors, the acquisition of a substantial shareholding is subject to prior regulatory approval from the Bank of Ghana, the National Insurance Commission, and the National Communications Authority.

For public companies, the law imposes minimum disclosure triggers. Substantial shareholdings of 10%, and each subsequent 5% change, must be reported within 48 hours. Listed companies must also comply with the Securities and Exchange Commission and Ghana Stock Exchange continuous disclosure rules.

Derivatives dealings are allowed within this jurisdiction. They are primarily conducted Over-the-Counter (OTC) by banks and financial firms.

The Bank of Ghana has not issued any rules, directives, or guidelines on derivative trading. However, the Securities and Exchange Commission has issued the Securities Industry (Over-the-Counter Market) Guidelines, which require that any person transacting in the OTC market as a securities dealer must be licensed in accordance with the Securities Industry (Licensing) Guidelines.

Under the OTC Rules, a company must be a public limited liability company incorporated under the laws of Ghana, or a public company admitted by the Ghana Stock Exchange, before its securities can be admitted to and traded on the OTC market.

In a public takeover, any person or entity intending to acquire 30% or more, up to 50% or more, of the voting shares or effective control of a public company (Mandatory Offer) must publish its intention in a newspaper of general circulation. The offeror must also demonstrate that it has sufficient resources to carry out the offer.

Under the Companies Act, companies are required to disclose their beneficial owners to the ORC at the time of registration and when filing annual returns.

In M&A transactions involving private companies, the target company is not obliged to disclose the deal. Such transactions are typically governed by confidentiality and non-disclosure agreements, unless there is a mandatory sector-specific approval requirement that necessitates disclosure.

In the case of public companies, the target company is required to disclose the transaction prior to signing the definitive agreement.

The SEC Code on Takeovers and Mergers, which regulates transactions involving public companies, requires the purchaser to publish a mandatory offer stating its intention to acquire the target company once it has sufficient resources to do so. The purchaser must also submit a statement detailing the offer to the SEC and to the target company.

Upon receipt of the purchaser’s statement, the target company is required to notify the relevant exchange authority, the Ghana Stock Exchange, the SEC, and to publicly announce the proposed takeover offer.

Market practice on timing differs from strict legal requirements. The law provides for definite timelines for disclosure of transactions upon reaching a defined or substantial shareholding threshold. On the other hand, market practice requires that public announcement is delayed for as long as necessary to maintain confidentiality and protect the deal.

The scope of due diligence depends on the nature of the business. However, the core areas typically include legal, financial, tax, and commercial matters. Other key areas may also cover technology, anti-corruption, employment, and environmental, social and governance (ESG) considerations.

Legal due diligence involves reviewing the target company’s legal structure and capacity, litigation history, employment-related matters, regulatory compliance, title to the assets being acquired, intellectual property rights, anti-corruption practices, data protection, governance matters, and any outstanding legal issues.

Financial due diligence entails assessing the target company’s overall financial performance. This includes reviewing financial statements, balance sheets, cash flow statements, settlements, and financial projections, as well as considering the most efficient financing structure for the acquisition and the impact of the acquisition on the buyer’s business.

Tax due diligence focuses on reviewing the target company’s compliance with Ghana’s tax laws, identifying any potential tax liabilities, and assessing the status of any government audits.

Commercial due diligence involves examining the market in which the target company operates. This includes evaluating competition, industry trends, the target’s strengths and weaknesses, operational issues, and customer base.

In practice, a standstill agreement is demanded to prevent any action that may interfere with the transaction. Exclusivity, on the other hand, is not a standard demand in M&A transactions in Ghana.

It is permissible in practice for the terms and conditions of a tender offer in the context of a public M&A transaction to be negotiated and documented in a definitive agreement, often referred to as a transaction or implementation agreement, between the bidder and the target or its shareholders. This approach is commonly adopted in complex cross-border transactions, where such agreements are used to enhance deal certainty, allocate risk, and clearly define the parameters of the offer.

However, the legally operative terms and conditions of the tender offer must be set out in a takeover document approved by the SEC, which serves as the primary legal document governing the offer. This document contains all material terms and conditions of the offer, including the offer price, timelines, financing arrangements, and acceptance mechanics. It must be circulated to all shareholders to ensure transparency and equal treatment. This document formally constitutes the offer to the market and governs shareholder acceptance.

There are no specific timelines for the acquisition and/or sale of businesses in Ghana. The duration of the process is determined by the particular industry involved and by whether regulatory approvals are required. For example, the acquisition or sale of institutions regulated by the Bank of Ghana under the Banks and Specialised Deposit Taking Institutions Act (Act 930) requires the buyer to obtain a decision from the Bank of Ghana on whether it will approve or disapprove the transaction. This decision must be issued within six months of the Bank of Ghana’s receipt of the application.

The Security and Exchange Commission Code for Takeovers and Mergers 2008 requires acquiring 30% or more voting shares of a public company within a period of 12 months or acquiring voting shares that result in ownership of more than 50% in a public company.

Cash is the most commonly used form of consideration for acquiring an interest in a Ghanaian company. The Companies Act, 2019 requires merger proposals to specify the number of shares to be allotted to the transferee company as well as the amount of cash payable. To address valuation gaps, equity consideration such as shares, landed property, buyer loan notes, and capital equipment may also be used. Parties typically agree from the outset on the appointment of an independent valuer to assess the company’s assets, with the aim of minimising valuation disputes.

In accordance with the Code on Takeovers and Mergers, no person shall make an offer to acquire shares or voting rights of a public company which, together with any shares or voting rights already held by that person or by persons acting in concert with them, would entitle that person to exercise effective control of the target company, unless the takeover procedures provided for under Rule 5 are complied with.

Some of the restrictions imposed by regulators on offer conditions include the following.

• any purchase of shares from unissued shares, provided that the acquisition does not result in the purchaser owning 50% or more of the shares;
• any purchase of shares arising from an increase in authorised share capital;
• the acquisition of shares through inheritance;
• purchases made in connection with foreclosure proceedings involving a duly constituted pledge or security arrangement, where the acquisition is made by the debtor or the creditor;
• purchases made in connection with privatisation undertaken by the government of Ghana; and
• purchases made in connection with liquidation or insolvency under court supervision.

However, a takeover offer shall not be conditional upon the offeror approving or consenting to payments being made to any director of the offeree as compensation for loss of office or retirement from office.

The minimum thresholds vary across sectors.

For entities regulated by the Bank of Ghana under the Banks and Specialised Deposit-Taking Institutions Act 2016 (Act 930), the applicable thresholds are 5%, 20%, 25%, 30%, 50%, or 75% of equity.

Public companies are required to obtain a threshold of 30% or more of the voting shares of the company.

Mining companies are required to meet a threshold of 20% of the voting power at any general meeting of the mining company.

In transactions involving private companies, the parties are at liberty to determine any financial arrangements.

In takeover offers involving public companies, it is a requirement for the bidder to have sufficient resources required to complete the transaction under the SEC Code on Takeovers and Mergers.

Bidders may seek a variety of deal security measures in private M&A transactions through contractual arrangements such as break-up fees, exclusivity agreements, irrevocable undertakings, and non-disclosure agreements.

In the context of public companies, M&A transactions must comply with SEC takeover codes, which typically rely on locked-up shares or pre-acquisition agreements to secure the transaction.

In private M&A transactions, additional governance rights may be secured through a shareholders agreement. In public companies, comparable rights may be obtained through regulatory mechanisms.

These governance rights may include board representation, approval or control over major transactions, veto or consent rights for minority investors, and pre-emption rights.

In the context of public companies, approval from the SEC may be required, and additional sector-specific regulatory approvals may also be necessary for certain industries.

Under the Companies Act 2019 (Act 992), a shareholder who intends to vote by proxy shall deposit the signed instrument to the receiving officer at least 48 hours before the meeting and 24 hours in case of a poll.

The Companies Act allows minority shareholders to be squeezed out under certain conditions.

Where an acquirer has obtained 90% of the voting shares in a target company within four months of making an offer, the acquirer may compulsorily acquire the remaining minority shares. The minority shares must be acquired for the same consideration paid to the majority shareholders or the prevailing market price, whichever is higher, and this must occur within two months of reaching the 90% threshold. However, minority shareholders may apply to the court for relief, including an order preventing the compulsory acquisition of their shares, within two months of receiving notice.

For public companies listed on the GSE, a mandatory offer is triggered to all shareholders. This can result in a squeeze-out where the bidder subsequently reaches the 90% compulsory acquisition threshold.

It is fairly standard practice in Ghana to lock in support from principal shareholders before the launch of a takeover bid. These irrevocable commitments are treated as a regular deal protection mechanism.

A bid is made by publishing the bidder’s offer in a newspaper of general circulation and, where the company is listed on the Ghana Stock Exchange, by notifying the Securities and Exchange Commission. However, a bidder may only make an announcement where they have sufficient resources to implement the offer in full.

A bid is required to be made public where a person acquires, or intends to acquire, more than 30% but less than 50% of the voting shares within a 12-month period; where a person intends to acquire 50% or more of the voting shares; or where a person acquires a company that has effective control of the company.

Where new shares are issued as consideration in a business combination, the law requires disclosure through a detailed prospectus or offer document approved by the SEC, together with SEC registration of the new shares offered to the public.

The prospectus must set out in detail the terms of the business combination, the valuation agreed by the parties, the rights attached to the shares, the class of shares being issued, and the effect of the issuance on control and the shareholding structure. Pre-emptive rights must also be addressed.

Listed companies are additionally required to notify the GSE and the SEC of any substantial changes in shareholdings and any material business combination. This notification must include information on assets, liabilities, financial statements, the shareholding structure, and any changes in directors.

Bidders need to provide financial statements in their disclosure documents for public M&A transactions. The financial statements disclosure must comply with the International Financial Reporting Standards.

Transaction documents must be fully disclosed to relevant regulatory bodies prior to approval, and shareholders before voting on an M&A transaction.

Under Ghanaian law, the principal duties of directors in a business combination include a duty to:

• act in good faith and in the best interests of the company, that is, in the case of private companies, to determine whether the merger is in the company’s best interests and to assess the solvency of the transferee following the transaction;
• provide every member of the transferor company with relevant documents, such as the merger proposal, a summary of the key provisions of the transferee company’s constitution, and a statement of members’ rights in the merger, including details of the shares to be allotted and any cash payable;
• avoid conflicts of interest and disclose any personal interest in the transaction; and
• promote the success of the company in a business combination by carefully considering the interests of shareholders, employees, the community, and the environment.

The principal duties of directors are owed to the company itself. However, in promoting the success of the business, directors may be required to take into account the interests of other stakeholders, including employees, creditors, the wider community, and the environment.

Boards of directors may lawfully establish special or ad hoc committees to deal with complex and/or technical matters and in situations where the standing committee is conflicted or implicated in a matter of interest to the company.

Unlike other jurisdictions, the business judgement rule is not codified in the Companies Act. However, in practice, the courts may defer to the decisions of directors in a takeover situation where they act in good faith, on an informed basis, and in the best interests of the company. Accordingly, the courts may shield directors from liability for breach of the duty of care in a takeover where it is proven that the directors acted reasonably on the basis of credible information and had no personal interest in the decision-making process.

In Ghana, it is not uncommon for directors to seek independent advice in an M&A transaction in fulfilment of their fiduciary duties to the company. Such independent external advice typically covers legal opinions on the transaction, fairness opinions, and financial valuations.

For public companies, the Takeovers and Mergers Code provides that the boards of directors of both the target company and the purchaser are required to appoint an independent external adviser. These independent advisers typically provide guidance in areas such as legal, financial, and tax compliance.

An independent adviser advises the purchaser in cases of reverse takeovers or where the purchaser is faced with potential conflicts of interest. They also provide advice in situations where the purchaser has outstanding convertible securities.

The courts have considered cases where minority shareholders allege unfair prejudice arising from director self-interest or related-party pricing in takeovers. In the Republic Bank and HFC Bank squeeze out case, the High Court affirmed the right of a 90% majority shareholder to compulsorily acquire the shares of a minority holdout. However, the value attributed to those shares must be based on a fair valuation and must be free from any conflict of interest.

There is no express legal prohibition against hostile tender offers. In fact, the Securities Industry Act (Act 929) and the SEC takeovers and Mergers Code permit an acquiring company to make a direct offer to shareholders without the support or recommendation of the target board. However, hostile bids are rare in Ghana.

Directors may resort to defensive measures to resist hostile takeovers, but only within the confines of their fiduciary duties and applicable regulatory restrictions. In practice, the ability of directors to adopt such measures is significantly curtailed once a takeover offer is imminent or has commenced. This is because the board’s duty to act in the best interests of the company and its shareholders, and not to frustrate a bona fide offer, precludes it from taking actions that could block or undermine the offer without shareholder approval. As a result, traditional “poison pill” type defences may only be implemented with the consent of shareholders. By contrast, defensive measures that are passive in nature are generally permissible.

Some of the common defensive strategies that directors may adopt to protect the company and its interests include the following.

• White knight – a friendly company, invited by the target company’s board, acquires the target instead of the hostile bidder.
• Staggered board – a structure that prevents the acquiring company from immediately gaining control of the board.
• Poison pill – a mechanism that enables existing shareholders, other than the bidder, to purchase additional shares at a significant discount once the hostile bidder crosses a specified ownership threshold.
• Golden parachute – this involves executives receiving substantial financial compensation if they are terminated following a takeover, which increases the cost of the transaction.
• Crown jewel – this involves selling or transferring the company’s most valuable assets in order to reduce its attractiveness to the hostile bidder. The target board can also issue formal advice to its shareholders to reject the offer on the basis that it undervalues the company.

When directors take defensive actions on behalf of a company, they must act in their fiduciary capacity and in the best interests of the company. Directors must act in good faith, meaning they should make honest decisions that benefit the company and not act solely to protect their own positions. They are also required to avoid conflicts of interest or to disclose them where they arise, and they should not allow personal interests to influence their decisions. In addition, directors must comply with all applicable laws and regulations governing their actions.

Directors cannot just say no to a business combination. They have a fiduciary duty which requires them to make decisions in the best interest of the company and act carefully. However, the decisions must be well-reasoned. If directors reject a deal without reasonable justification, the shareholders can challenge the decision.

In Ghana, litigation is not the common dispute resolution mechanism for M&A transactions. Where litigation is resorted to, it usually centres on shareholder oppression, disclosure breaches, disputes over pre-emptive rights and squeeze outs.

Litigation often occurs after a deal is signed but before completion, particularly where there is a challenge to a squeeze-out or allegations of inadequate disclosures. Litigation is also common at the post-closing stage, where disputes arise concerning the accuracy of, and compliance with, representations and warranties.

At closing, litigation may arise in relation to a decision by the relevant regulatory body. For example, in the upstream oil and gas industry, M&A transactions are governed by the Petroleum (Exploration and Production) Act, 2016 (Act 919) (the Petroleum E&P Act). The Act requires the approval of the minister responsible for the energy sector for any transfer of shares in a contractor, whether to affiliates or third parties, where the transaction involves the acquisition of 5% or more of the shares in the contractor or results in a change of control of the contractor. Any delay in obtaining these approvals, or any inaccuracy regarding responsibility for securing them, may give rise to a dispute that could ultimately lead to litigation.

The key lessons learned from COVID-19 and its impact on M&A deals in Ghana include the following.

• Parties were required to pay close attention to Material Adverse Change (MAC) provisions. Poorly drafted MAC clauses led to disputes over whether the pandemic constituted a MAC, resulting in renegotiations or, in some cases, termination of deals.
• The scope of financial due diligence expanded to include detailed scrutiny of cash flows, rather than focusing solely on balance-sheet strength.
• Force majeure provisions proved to be significant and had practical consequences for parties involved in M&A transactions.
• There were notable effects on timing and regulatory risk. Regulatory approvals were delayed, and parties were compelled to extend condition precedent periods to accommodate longer approval timelines.
• Parties generally avoided litigation and instead opted to renegotiate fundamental terms and adopt more flexible completion mechanisms.

The Companies Act, Act 992, regulates shareholder activism in Ghana. Regulators generally support shareholder activism and recognise it as a legitimate tool of corporate governance. The Bank of Ghana and the Securities and Exchange Commission, for example, have issued governance codes, directives, and notices that promote shareholder activism. These instruments require full shareholder participation, equal access to corporate information, and accountability to all stakeholders.

The focus of shareholder activism is usually confined to the provisions of the Companies Act, which is the principal regulatory framework. Common forms of activism include the following:

• asking questions at general meetings;
• circulating statements in support of or opposition to business to be conducted at general meetings;
• requesting the removal of a director;
• requesting the inclusion of a particular resolution at a general meeting; and
• initiating litigation.

The Companies Act provides specific legal avenues through which such actions may be pursued, including:

• derivative actions under Section 201;
• representative actions under Section 205; and
• unfair prejudice and oppression claims under Sections 218 and 219.

Shareholder activism in Ghana is still a developing area and does not yet proactively drive mergers and acquisitions, spin-offs or major divestitures. The focus is more on good corporate governance, transparency, dividend policy and general accountability, rather than on strategic break-ups or divestitures. However, Ghana is experiencing more assertive shareholder engagement from pension funds and other major institutional investors. This trend could evolve into more active involvement in strategic decision-making, including potential pressure for divestitures or spin-offs.

Activist groups in Ghana typically seek to influence and obstruct the completion and roll out of announced transactions, particularly where there is a perceived threat to shareholder interests. In late 2025, IMANI Africa reported that activists pushed back against the Minister for Lands and Natural Resources over the terms of a lithium mining agreement. The activists challenged the royalties that had been negotiated, which resulted in the deal being withdrawn for further consultation.