The Competition Commission of Pakistan (CCP) has approved the proposed acquisition of BP plc’s global Castrol lubricants business by Motion JVCo Limited, a special purpose vehicle established by US-based investment firm Stonepeak Partners, following a Phase-I merger review.
Under the transaction, BP will sell Castrol Group Holdings Limited, which owns the global Castrol lubricants business, to Motion JVCo. The Canada Pension Plan Investment Board (CPP Investments) will acquire an indirect minority stake in the business, while Stonepeak will retain indirect sole control after the transaction is completed.
The CCP reviewed the transaction because Castrol lubricants are marketed and sold in Pakistan through Castrol Group Holdings Limited, even though the acquisition is part of a global deal.
The commission identified the relevant market as the sale of lubricants in Pakistan and concluded that neither Stonepeak nor CPP Investments currently operates in the country’s lubricants market. As a result, the transaction does not combine competing businesses or create any horizontal or vertical overlap with Castrol’s local operations.
According to the regulator, the acquisition will not alter the competitive structure of Pakistan’s lubricants market, create barriers to entry, or strengthen a dominant market position. The transaction was therefore authorized under Section 31(1)(d)(i) of the Competition Act, 2010.
The CCP noted that its approval is limited to competition law considerations and that the transaction remains subject to all other applicable legal and regulatory approvals.
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