The takeover of all shares of BP Petrolleri and BP Turkey by Petrol Ofisi was conditionally permitted by accepting the commitments submitted.
The statement made by the Competition Authority on this issue is as follows: transferred: “The Competition Board examined the transaction regarding the takeover of all shares of BP Petrolleri Anonim Şirketi and BP Turkey Refining Limited Şirketi by Petrol Ofisi Anonim Şirketi. Within the scope of the investigation, the Board examined in detail the effects of the transaction on all stages of the fuel sector such as fuel supply, distribution, storage and retail sales. The Board deepened the dynamics of the retail sales market within the framework of a new accessibility-based analysis in determining the geographical area for the first time. In order to reveal the effect of concentration on a local scale, analyses were carried out specifically for micro markets referred to as catchment areas. As the first step of the analysis, the coordinates of nearly 12,500 fuel oil and over 10,500 autogas-LPG dealers were determined and matched with sales volume data for each product group. BP stations, which can be considered as assets subject to the transfer, were evaluated as the center of catchment areas and the distance between them and the stations of other distributors was calculated.
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Considering the conditions in each capture area, the area within the 5 and 20 km radius for the “center” and “outback” categories, respectively, was determined as the geographical area based on demographic characteristics. In determining the distances in the relevant categories, the European Commission case law, previous Board decisions, the opinions of sector stakeholders and the consumer survey conducted within the scope of the Fuel Sector Review Report dated 2024 were taken into account. As a result of the analysis, it was concluded that the transaction could create competitive concerns due to the market power that the combined enterprise will have in 61 geographical areas in the B2C retail gasoline, diesel and autogas-LPG sales markets.
The Board also decided that the transactions regarding the takeover of the shares of BP Petrolleri AŞ in Çekisan Storage Services Ltd. Şti. and the shares of BP Turkey Refining Ltd. Şti. in ATAŞ Anadolu Tasfiyehanesi AŞ by Petrol Ofisi AŞ are not within the scope of the Communiqué numbered 2010/4 on Mergers and Acquisitions Requiring Permission from the Competition Board and Article 7 of Law No. 4054 within this framework, and that ATAŞ Anadolu Tasfiyehanesi AŞ and Çekisan Storage Services Ltd. Şti. are a joint venture agreement creating a cooperation of a nature restricting competition between competitors within the scope of Article 4 of Law No. 4054, and that, however, since all of the conditions listed in Article 5 of Law No. 4054 are met, an individual exemption should be granted to the said transactions.
As a result of its examination, which took into account the unique structure of the markets where competitive concerns were observed and their relationships with each other, the Competition Board concluded that the commitments presented by Petrol Ofisi AŞ were sufficient to eliminate the competitive concerns and the transaction was conditionally permitted with the decision dated 12.09.2024 and numbered 24-37/885-379. According to the submitted commitment text, Petrol Ofisi AŞ basically:
- – It will divest 115 fuel stations, the majority of which will be sold within two years from the date the transaction is permitted by the Competition Board,
- – It will not terminate the existing lease agreements signed with third parties, except for the cases where Petrol Ofisi AŞ cannot objectively expect to continue the agreement in the fuel storage facilities in which it will be a shareholder, and the storage volume corresponding to 50% of the total capacity of ATAŞ Anadolu Tasfiyehanesi AŞ operating in the fuel storage services market is 288,707 m3 and 21,104.93 m2, which corresponds to 52% of the total capacity in the Antalya Terminal belonging to Çekisan Storage Services Ltd.3 will not exceed the storage volume on an annual basis for three years, will use its voting rights in the Çekmece Terminal belonging to Ambarlı Storage Services Ltd. Co. and Çekisan Storage Services Ltd. Co., which are currently inactive, in order not to restart their operations in the future,
- – In terms of gas oil distribution, the sales volume will not exceed 606 tons for three years,
- – It will report the implementation results of the commitments to the Competition Board at six-month intervals from the Competition Board’s permission for the transaction.”