The Namibian Competition Commission (NaCC) has raised concerns over a proposed transaction in which Nasan Petroleum seeks to acquire 52 service stations from the Vivo Energy/Engen group, warning that the deal could weaken competition, pose risks to security of fuel supply and reduce consumer choice in the domestic market.
Speaking at a stakeholder engagement, NaCC Director of Mergers and Acquisitions Johannes Ashipala said the Commission is reassessing the divestment conditions imposed on Vivo/Engen in 2023, which were intended to reduce the group’s market share from approximately 60% to 40% and allow a new entrant to acquire around 20% of the market.
However, updated data for 2025 indicates that Engen/Vivo’s market share has increased significantly and is now estimated at between 75% and 95%. If the proposed transaction proceeds, projections show that Nasan Petroleum could retain between 50% and 65% of the market, while any new entrant would secure only between 10% and 25%.
“The intention in 2023 was to reduce that share to around 40%. The company was required to divest approximately 20% to enable a new entrant to acquire that share. That was the condition. The divestment condition stated that the purchaser of the divested assets must not have a pre-existing relationship with the merging parties,” Ashipala said.
He added that the conditions applied during the first divestment period between May 2024 and May 2025 and the second period between May 2025 and November 2025, during which the merging undertaking was also not permitted to continue supplying the divested service stations.
Presenting the Commission’s preliminary findings, Ashipala said the transaction is being assessed as a horizontal merger within the national market for the supply and distribution of petroleum products, with the analysis focusing on the future activities of the merging parties.
The Commission said that if economic links between the parties are considered, the combined market share could reach approximately 70%, significantly exceeding the 50% threshold that initially raised regulatory concern.
Ashipala said one of the Commission’s primary concerns relates to national security of supply, warning that excessive concentration in the retail and wholesale fuel markets could expose the country to risk in the event of operational or logistical disruptions.
“If we assume there is an economic relationship between the parties, the post-merger combined market share could be around 70%. Previously, we were concerned about a 50% share. Naturally, a 70% share raises even greater concern. Why are we concerned? Because the remaining competitors would collectively hold only about 20–30% of the market. This creates serious concerns regarding security of supply,” he said.
The NaCC also cautioned that significant market concentration could enable a dominant firm to exert disproportionate influence over regulatory and policy processes, particularly in consultations relating to pricing adjustments and licensing matters.
From a consumer perspective, Ashipala said the transaction could limit meaningful choice if a single entity controls a majority of service stations nationwide.
“We must also consider consumer choice. If one entity controls most service stations nationwide, consumers may effectively have no meaningful choice. Even if they travel to another town, they may still encounter the same supplier, pricing structures, and product offerings,” he said.
