WAFI ENERGY HOLDING LIMITED FROM MESSRS THE SHELL PETROLEUM COMPANY LIMITED vs Ss

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WAFI ENERGY HOLDING LIMITED FROM MESSRS THE SHELL PETROLEUM COMPANY LIMITED VS Ss. 2(1)(e), 3, 11& 31(1)(d)(i)---Competition (Merger Control) Regulations, 2016, Regln. 6---Pre-merger application before Competition Commission---Acquisition of shareholding---Permission, seeking of---Share Purchase Agreement executed between the concerned undertakings for acquisition of shareholding of Target (public listed company in Pakistan being engaged in the retail supply of motor fuels/providing lubricants for motor vehicle and industrial applications) by the Acquirer(incorporated in United Arab Emirates being established for investment purposes), from Seller (a limited liability company incorporated in the United Kingdom being engaged in all principal aspects of the oil and natural gas industry), while Original Acquirer (a Saudi energy company specialized in the management and operation of fuel stations)---Held: Documents (including pre-merger application, the agreement and report published by Oil Companies Advisory Council) reveal that initially the Original Acquirer executed the agreement to purchase certain number of shares (constituting a certain percentage shareholding of the Target) from the Seller pursuant to the agreement---However, after five months of said agreement, the Seller, Original Acquirer and the Acquirer entered into a novation agreement by virtue of which all the rights and obligations of the Original Acquirer were assigned and transferred to the Acquirer---Upon completion of the notified merger and acquisition of shares, the Acquirer shall have direct control of the Target---In the present case, the relevant product markets have been identified as "Retail Fuel", "Vehicle Lubricants" and "Industrial Lubricants" and the relevant geographic market is "Pakistan"---Target's market share in Retail Fuel category is --% in Vehicle Lubricants category is --% while in Industrial Lubricants category it shall remain the same post-transaction---Target has considerable overall share in the Oil Marketing sector---Competition Commission founds that the proposed transaction will not result in dominance of the Acquirer in the relevant market, post-transaction, as determined under S. 2(1)(e) and S. 3 of the Competition Act, 2010, therefore, the transaction-under-consideration be authorized under S. 31(1)(d)(i) of the Competition Act, 2010---Merger application was allowed accordingly.

WAFI ENERGY HOLDING LIMITED FROM MESSRS THE SHELL PETROLEUM COMPANY LIMITED vs Ss — 2025 CLD 1514 COMPETITION COMMISSION OF PAKISTAN

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