NaCC warns Vivo–Nasan deal could deepen fuel market concentration

The Namibia Competition Commission has warned that preliminary data about the proposed sale of service stations by Vivo Energy to Nasan Energies indicate increased concentration rather than effective divestment.

The proposed transaction stems from conditions imposed by the Competition Commission following Vivo Energy’s 2023 acquisition of Engen’s Namibian operations.

The merger combined two major fuel brands under one operator trading as Shell, prompting the Namibia Competition Commission to conclude that the deal would substantially increase market concentration.

According to data presented by the Commission, Vivo’s market share has increased since the Engen merger, rising from about 60% in 2023 to roughly 65% this year.

This prompted the competition commission to require Vivo to dispose of 52 service stations to reduce its market share by at least 20% and prevent excessive concentration in the fuel retail sector.

To comply with competition law and prevent excessive dominance, the Commission approved the merger subject to strict conditions, including a requirement that Vivo divest 52 service stations to an independent buyer capable of operating as a viable competitor.

It is within this regulatory framework that Nasan Energies emerged as the proposed purchaser of those sites, positioned as the entity intended to restore competitive balance in the market.

The Commission’s director for enforcement, exemptions and cartels, Johannes Ashipala, on Tuesday said preliminary analysis shows the intended objective may not be achieved.

Ashipala said fuel volumes have been diverted away from the service stations earmarked for disposal, meaning the 52 sites now represent only about 10% of the market in volume terms rather than the reduction envisaged by the Commission.

“This is clearly not what we wanted to see,” he said, adding that the agreement, as currently structured, would fail to deliver the required reduction in market dominance.

Competition concerns

He further warned that the post-transaction relationship between Vivo and Nasan raises competition concerns, as the two entities together could control up to 70% of the fuel market, leaving only 30% for all remaining competitors.

Ashipala said this concentration also raises risks to security of supply and employment, noting that reduced volumes at divested stations could translate into lower sales, weaker profitability and potential job losses.

Ashipala said Vitol, Vivo’s parent company, already controls between 75% and 85% of intra-wholesale fuel supply in Namibia.

Concentration at both wholesale and retail levels, he warned, could have nationwide consequences and even allow a dominant player to influence national fuel policy.

Vivo did not submit at the meeting.

Nasan, however, rejected claims of any ownership or control relationship with Vivo or Vitol.

Represented by advocate Vanessa Kauta, the company said it is owned by Millennium Falcon Investment Enterprises (70%) and Tobico Holdings (30%), both of which are held by Miguel Hamutenya and the Tobias family.

Kauta said the shareholders are previously disadvantaged Namibians with no pre-existing ties to Vivo or its parent company.

Nasan Energies managing director Jean-Blaise Ollomo acknowledged that Vivo has diverted significant volumes, mainly diesel, from the stations being sold, although he said petrol volumes remain largely intact.

He said the transaction would leave Nasan operating 52 service stations, alongside 72 Shell-branded sites, 62 Puma stations, 40 Total outlets, 19 Petrosol stations and about 20 spread among smaller players. He also disputed the Commission’s market-share figures, saying Vivo held about 53% of the petrol market and less than 50% of diesel last year.

Service station operators at the meeting urged the Commission to conclude the process swiftly, warning that prolonged uncertainty is hurting dealers and owners across the country.

Despite the regulatory concerns, Nasan shareholder Miguel Hamutenya said the company remains confident in the deal, describing Nasan as a future national champion capable of competing with international fuel brands.