Commission Grants Clearance For Ampol To Acquire Z Subject To Divestment Of Gull

The Commerce Commission has granted clearance for Ampol Limited to acquire 100% of the shares in Z Energy Limited. The clearance is subject to an undertaking from Ampol to sell Gull (Divestment Undertaking).

“The Commission is satisfied that, if Ampol sells Gull, the acquisition will not have or be likely to have the effect of substantially lessening competition in any relevant market in New Zealand,” says Commission Chair Anna Rawlings.

“We test this by comparing the likely state of competition if the merger proceeds with the likely state of competition if the merger does not proceed.”

Under the terms of the Divestment Undertaking, Ampol is required to sell Gull as a going concern within a specified timeframe, and to a purchaser approved by the Commission.

“We are aware that Ampol has entered into an agreement to sell Gull to Allegro Funds. In granting clearance, the Commission is not approving Allegro as the purchaser of Gull,” says Ms Rawlings. “Under the terms of the Divestment Undertaking, Ampol is required to obtain separate, formal approval from the Commission for Allegro to acquire Gull. We will consider such a request once it is received.”

A public version of the written reasons for the decision, including the Undertaking, will be available in due course on the Commission’s case register.

Given the Commission is yet to approve a purchaser of Gull, it will not be commenting further at this time.

Background
We will give clearance to a proposed merger if we are satisfied that the merger is unlikely to have the effect of substantially lessening competition in a market. In giving clearance, the Commission may accept a written undertaking from an Applicant to dispose of assets or shares.

Under the terms of the Divestment Undertaking, Ampol is required to apply to the Commission for approval of the purchaser of Gull. The Commission will approve a purchaser of Gull if it is satisfied that, among other things, the proposed purchaser has the financial resources, business expertise and incentive to viably operate and develop Gull in competition with Z Energy and the proposed purchaser’s acquisition of Gull is not likely to create competition concerns that would result in a contravention of s 47(1) of the Commerce Act 1986.

If the Commission does not approve Allegro as the purchaser of Gull, the terms of the Divestment Undertaking provide a process for the sale of Gull to an alternative purchaser approved by the Commission.

Further information explaining how the Commission assesses a merger application is available on our website.

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