Description of Activities

Description of transaction: Nasan Energies (Pty) Ltd intends to acquire 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: The merging parties define the relevant market as the downstream supply of refined fuel products (including petrol and diesel) and lubricants to retail service stations and do not involve the wholesale of fuel nor the downstream supply of fuel to commercial customers. 

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