On 22 May 2014, the ACCC announced that it would not oppose Caltex Australia Limited’s (Caltex) proposed acquisition of the fuel division of Scotts Group, a large freight and fuel company that operates fuel depots as well as service stations around Australia.

Initially, the ACCC was concerned that as a result of the acquisition, Caltex would control the majority of service stations in Mt Gambier, South Australia and Nhill, Victoria, and that as a result of the acquisition:

  • Caltex may be able to increase fuel prices;
  • Caltex may be able to reduce non-price retail offerings; and
  • there may be barriers to entry to the market.

However, the ACCC elected not to oppose the transaction following the provision an enforceable section 87B undertaking under the Competition and Consumer Act 2010 (Cth) from Caltex to the effect that it will divest one retail fuel site in Nhill, and three retail fuel sites in Mt Gambier.

Caltex has entered into a binding agreement to sell the divestiture businesses to an ACCC “Approved Purchaser”, Agostino (an independent operator of BP branded retail fuel sites).  When approving Agostino as the purchaser, the ACCC considered whether:

  • the purchaser is, and will remain, independent of Caltex;
    • the purchaser is of good financial standing and will operate each business as a going concern;
  • the purchaser can effectively operate the businesses; and
  • divestiture will address the businesses’ long-term viability.