Cyprus approves Petrolina’s ExxonMobil deal with conditions

Cyprus’ Commission for the Protection of Competition (CPC) has unanimously approved, subject to binding conditions, the acquisition of ExxonMobil Cyprus Limited by Petrolina (Holdings) Public Limited through Med Energywise Ltd, following a full investigation into the transaction.

In a statement issued after its meeting this week, the CPC said that, having assessed the final commitments proposed by Petrolina alongside the findings of its in-depth probe, it concluded that the remedies offered were sufficient to address competition concerns identified during the review.

“The commission unanimously decided to declare the merger compatible with the functioning of competition in the market,” it said, acting under Article 28(1)(a) of the law and subject to the agreed conditions and commitments.

The concentration had been notified to the CPC’s service on February 17, 2025.

However, at a subsequent meeting in September, the authority determined that the transaction raised “serious doubts” about its compatibility with competition and therefore warranted a full investigation under the control of concentrations of undertakings law.

During that process, the CPC sought additional information from the parties involved as well as from market stakeholders.

Petrolina then submitted a package of proposed commitments, which were evaluated by the authority’s service and formed the basis of a formal report to the commission.

Following further discussions and negotiations under Article 33(1) of the law, the commission accepted a revised set of commitments designed to eliminate its concerns.

Under the decision, the new entity will be required to divest, offer for sale or shut down 21 petrol stations.

In addition, for ten years, Petrolina or the new entity will not be allowed to reacquire or operate any of the stations put up for sale, while for seven years it will be barred from replacing or acquiring a fuel station within a four-kilometre radius of those divested.

Separately, Petrolina committed to making mixed storage capacity available to third parties at its privately owned Vasilikos facilities for at least two years after completion, covering all products involved in the concentration.

The period may be extended by a further year if the Cyprus Petroleum Reserves Management Organisation (Kodap) has not withdrawn from the terminal by then.

The CPC also imposed information-firewall obligations, preventing staff, directors and decision-makers of the new entity from accessing or transferring commercially sensitive information between upstream activities, such as import and storage, and downstream wholesale or retail operations.

Confidentiality manuals will be prepared and formal declarations signed to that effect.

With regard to existing service contracts inherited from ExxonMobil Cyprus, the authority said these will remain in force until expiry, provided contractual obligations are met.

Upon expiry, Petrolina has committed either to renew the agreements for at least two years or to launch an open tender.

Moreover, the decision bars the imposition of exclusivity clauses on service providers and fuel stations.

In particular, for ten years after completion, Petrolina or the new entity will not impose exclusive lubricant supply obligations on stations acquired through the merger.

An independent trustee will be appointed within one month of notification of the decision to oversee compliance, manage the divestment process and supervise valuations.

The CPC warned that failure to comply with the conditions could trigger penalties of up to 10 per cent of the notifying party’s annual turnover, alongside daily administrative fines.

It also retains the right to revoke or amend its decision if false or misleading information was provided or if commitments are not honoured.

The full decision will be published in the Republic’s Official Gazette and posted on the commission’s website.