Description of Activities

Description of transaction: The Commission resolved to approve with conditions the acquisition that involves Nasan Energies (Pty) Ltd acquiring the divestiture business operated by Vivo Energy Namibia Ltd and Engen Namibia (Pty) Ltd as a going concern in terms of a Sale of Assets Agreement. The proposed transaction arises from the divestiture condition imposed by the Namibian Competition Commission under case number 2023MAR0010MER in respect of the merger between Vitol Emerald Bidco (Pty) Ltd and Engen Ltd as per its gazetted determination dated 12 December 2023. 

Acquiring group: The acquiring undertaking is Nasan Energies (Pty) Ltd, a new special purpose company established for the purpose of acquiring the divestiture business operated by Vivo Energy Namibia Ltd and Engen Namibia (Pty) Ltd as a going concern. The acquiring undertaking, as such, has not yet commenced operations. Through the proposed transaction, the acquiring undertaking intends to enter into, and participate in, the downstream petroleum sector. 

Target undertaking: The target undertaking is the divestiture business operated by Vivo Energy Namibia Ltd and Engen Namibia (Pty) Ltd, which comprises the fuel retail and related businesses operated by Engen Namibia (Pty) Ltd and Vivo Energy Namibia. This includes 52 'Engen' and 'Shell' branded service stations and retail outlets in Namibia. There are six sites less than in the Commission's Determination, which service stations no longer have retail supply agreements with Vivo Namibia and Engen Namibia. These are Alpha Service Station in Walvis Bay, Otjiwarongo Service Station, Khorixas Welwitschia, Academia Service Station in Windhoek, Subway Service Station in Windhoek, and Helmeringshausen Garage. 

Relevant market: Defined the relevant product market as the wholesale supply of petroleum fuels (petrol and diesel) supplied to downstream retail service stations in Namibia.

Merger Determination

The Commission found the merger to have an ability to facilitate both coordinated and unilateral effects. However, the transaction presents significant public interest benefits, including but not limited to: a) Promotion of local ownership and increased participation by Namibian-controlled entities, which supports the objective under Section 2(a) of promoting the efficiency, adaptability, and development of the Namibian economy, as well as Section 2(f), which promotes a greater spread of ownership, particularly among historically disadvantaged persons. b) Increased participation by historically disadvantaged individuals (HDIs) in the downstream fuel sector, which directly advances the objective under Section 2(f) of promoting a greater spread of ownership and increasing ownership stakes of historically disadvantaged persons, and aligns with Section 47(2)(f), which requires consideration of the ability of small undertakings, particularly those owned or controlled by historically disadvantaged persons, to gain access to and compete in markets. c) Inclusion and participation of small and medium enterprises (SMEs) in the sector, which supports the objective under Section 2(e) of ensuring that small undertakings have an equitable opportunity to participate in the Namibian economy and is further recognized under Section 47(2)(f) relating to the competitive participation of small undertakings in markets. d) Youth participation and empowerment, which contributes to broader socio-economic development and aligns with the objective under Section 2(c) of promoting employment and advancing the social and economic welfare of Namibians. e) Protection and maintenance of existing employment, which constitutes a key public interest consideration under Section 47(2)(e), requiring the Commission to assess the extent to which a merger is likely to affect employment. f) Retention and reinvestment of profits within Namibia and increased local investment, which contributes to domestic economic development and aligns with the objectives under Section 2(a) relating to the development of the Namibian economy.

Furthermore, given that the Commission found the proposed transaction likely to result in the prevention or substantial lessening of competition and result in an undertaking to strengthen a dominant position in the market, which leads to coordinated and unilateral effects. The Commission approved the proposed transaction subject to the conditions that the Acquiring Group shall not purchase, procure, import, or otherwise source petroleum products, whether directly or indirectly, from Vitol Holding II SA (“Vitol”) or any firm that is controlled by, controls, or is under common control with Vitol or any third party where such third party sourced the petroleum products from Vitol or any of its affiliates for the purpose of supplying the Acquiring Group.

Merger Determination No.1 of 2026__