The answer is: Carthage.
Carthage was a Phoenician founded state that came to be known as the Carthaginian Empire from the 7th century to the 3rd century BCE.
During the three Punic wars (3rd century BCE) between Rome and the Carthaginians, Rome managed, after several defeats along the way, to defeat Carthage and eventually take control of its territories (which included most of costal Northwest Africa, parts of costal Iberia —now Spain—, and important islands of the Western Mediterranean).