Not long ago, Unilever was, by far, the leading distribution player in French-speaking West Africa, with large fleets of trucks serving small shopkeepers across the region. The group operated asset-heavy, vertically integrated businesses, combining manufacturing facilities with extensive palm plantations for edible oil and soap production. Two decades later, most of these assets have been divested to local players, following a series of headquarters-driven decisions, culminating in a near-complete exit from the region by 2026. Unilever is now largely absent from West Africa, including key markets such as Ghana and Nigeria, where subsidiaries have either been sold or wound down. Across these markets, the group has shifted from a dominant mass-market player – with 20% to 50% market shares, strong local brands and deep operational presence – to a lighter, more selective model focused on distributing a limited range of international brands targeting higher-income consumers.

The Unilever story is just one illustration of a broader structural trend, and this evolution is neither isolated nor cyclical. Similar dynamics can be observed across sectors. While the underlying drivers may differ – including capital allocation, regulatory complexity, foreign exchange constraints and compliance considerations – the overall direction is consistent. In banking, European institutions that once held significant market shares across North and West Africa have substantially reduced their presence following the disposal of subsidiaries by Société Générale, BNP Paribas and Crédit Agricole. In the manufacturing space, groups such as Air Liquide have divested multiple African operations – including the sale of 13 subsidiaries in 2024 – as part of broader portfolio rationalisation efforts. Comparable trends are visible in other sectors, including insurance, energy and cement, where several European players have scaled back or exited their positions.

Against this backdrop, divesting multinational assets in Africa has become both more frequent and more complex, requiring processes that are carefully structured and actively managed to succeed. The remainder of this note focuses on how such processes can be adapted to local market dynamics, based on our experience advising on these transactions.

TAKING STOCK OF THE ACTUAL BUYER UNIVERSE FOR MULTINATIONALS IN AFRICA
A key starting point is that multinational assets in Africa are generally attractive and marketable, and can generate meaningful investor interest. The challenge is not the absence of demand – it is the structure of that demand. Yet many processes are delayed or weakened by recurring pitfalls, despite strong in-house M&A capabilities on the seller side. These transactions, therefore, require a specific approach, taking into account their African context.

A defining feature of the private sector in many sub-Saharan African countries is the relative lack of M&A market liquidity. A large portion of potential buyers are family-backed groups of limited to mid-scale size, and with varying degrees of sophistication and formalisation. Private equity funds and more structured regional players are also active, but few are structured to take controlling stakes, and even fewer are equipped to manage complex carve-out situations. In practice, this means that local family groups often constitute the most credible buyer universe for multinational divestments, requiring adjustments to both the positioning of the asset and the execution process. Local family groups tend to place significant value on the reputation, compliance standards and operational rigor associated with multinational assets. These assets often include long-established operations with valuable real estate, strong legacy brands and underexploited potential. Larger family groups with exposure to adjacent sectors are typically those best positioned to generate synergies and to submit the most compelling offers, particularly where assets require repositioning.

In Africa, the question is not whether there are buyers – it is whether the process is designed for them. 

To address this reality, M&A advisors need to deploy a tailored toolbox. Their role is not limited to running a process, but also to designing a transaction perimeter that the market can effectively absorb. Multinational assets are often sizeable, relative to the financial capacity of local buyers, which may require restructuring the perimeter – through partial disposals, leverage optimisation or asset separation – to enhance affordability. This is particularly relevant for transactions with a significant real estate component, valuable intellectual property or a multi-country footprint, where a piecemeal approach may unlock greater value. While this increases execution complexity for the seller, it can significantly broaden the buyer universe and improve outcomes. Equally important, the gap in working cultures, transaction experience and M&A language between buyers and sellers can lead to misunderstandings and mistrust, which can, in turn, result in misinterpretations on both sides (e.g. information requests perceived as hesitation, or process discipline perceived as mistrust). In this context, the role of the advisor extends beyond execution to include active facilitation and, at times, buyer education. This is particularly true for technical aspects, such as Transition Services Agreements (TSAs), which are often critical in carve-out situations but may be unfamiliar to certain buyer profiles.

NAVIGATING THROUGH OTHER LOCAL PARAMETERS
Equally important, the seller must be fully aligned internally – across local management, regional teams and headquarters – on key parameters such as perimeter, valuation expectations, approval processes and fallback options. Misalignment at this level can quickly undermine execution. Other recurring aspects include the difficulty of transferring and repatriating funds, particularly for locally based buyers, with direct implications on transaction structuring, conditions precedent, escrow arrangements and timing. Regulatory frameworks may also lack clarity, increasing legal uncertainty around approvals and closing mechanics. These constraints can result in protracted timelines, with processes sometimes extending up to two years end-to-end – often twice as long as comparable transactions in more developed markets. Finally, confidentiality is also often an issue, as it is more difficult to preserve in an African context, with information leakages occurring more frequently. This is particularly sensitive for multinational sellers, who may be exposed to political interference or operate listed subsidiaries, increasing the potential impact of premature disclosures. In this context, communication planning should be treated as a core transaction workstream, rather than an afterthought.

Overall, Africa remains a distinct and sometimes challenging M&A environment for multinational companies. The key takeaway, however, is that the success of a divestment is rarely driven by the intrinsic quality of the asset alone, but by the ability to anticipate local constraints and structure the process accordingly. 

The difference between a failed process and a successful exit is not the asset; it is the quality of the preparation.

Outré is a Partner | Enexus