Vitol Emerald Bidco (Pty) Ltd is set to divest from 58 Engen and Shell service stations in Namibia to ensure fair competition after its Engen Ltd acquisition.
The action is part of conditions set by the Namibian Competition Commission (NaCC), designed to prevent monopolistic dominance by the merged entity.
Late last year NaCC approved the global deal valued at around US$2.3 billion for Vitol to acquire 74% of Engen’s entire issued share capital, thereby securing sole control over the company.
The Commission’s conditions necessitated the disposal and transfer of the service stations along with their retail supply agreements.
Vivo Energy says the measure is specifically targeted at areas where the merged entity would otherwise command a substantial market share.
“The divestiture will ensure a balanced market by preventing the Merged Undertaking from gaining an unfair competitive edge,” said Vivo Energy Namibia.
The divestment includes properties and leases for Company Owned, Dealer Operated and Company Leased, Dealer Operated service stations, respectively, as well as retail supply agreements for Dealer Owned, Dealer Operated service stations.
Until 21 May 2025, these divestitures are restricted to Namibian-owned undertakings or consortia with less than 10% of the retail service stations in Namibia.
“This restriction supports local ownership and strengthens the Namibian market landscape. After this period, the divestiture conditions will relax, allowing for a broader range of potential purchasers,” the company said.
As part of the sale condition, Vivo said that no purchaser may have a pre-existing relationship with the merged undertaking as of 27 October 2023, nor be controlled by or affiliated with the acquiring group. This ensures a fresh competitive environment post-divestiture.
In Namibia, the Vitol Group operates through Validus, engaged in the trading, import, and distribution of refined petroleum products, and Vivo Namibia, focusing on marketing and distributing petroleum products under its Shell-licensed brand.
