Allexer Namundjembo
Minister of industries, mines and energy Modestus Amutse has confirmed the approval of the merger between Nasan Energies (Pty) Ltd and the divestiture business previously operated by Vivo Energy Ltd and Engen Namibia (Pty) Ltd, while suspending the enforcement of several conditions imposed by the Namibia Competition Commission (NaCC).
The decision, published in Government Gazette No. 8969, Government Notice No. 235 of 3 July 2026, follows a review application lodged by Nasan Energies in April seeking reconsideration of specific conditions attached to the merger approval.
The merger originated from a competition remedy process after Vivo Energy Namibia acquired Engen’s downstream fuel business.
As part of the transaction, the NaCC required Vivo Energy Namibia to divest 52 Shell and Engen service stations to preserve competition in Namibia’s fuel retail market.
The sale of the 52 service stations to locally owned Nasan Energies Namibia was completed on 27 May 2026, making Nasan Energies one of Namibia’s largest locally driven fuel retailers.
Following the transaction, Shell-branded service stations began transitioning to the Nasan Energies brand, while Engen-branded outlets continued operating under the Engen identity during a transitional period.
The NaCC approved the merger subject to several conditions aimed at preventing anti-competitive conduct and protecting competition in the petroleum sector.
One of the contested conditions prohibited Nasan Energies from procuring fuel from Vitol, the parent company of Vivo Energy, for a period of five years.
Nasan Energies challenged some of the conditions, arguing that they could restrict its ability to competitively source petroleum products and respond to changing market conditions.
In his determination, Amutse confirmed that the review did not concern the merger approval itself, but only the conditions attached to the approval.
“The review concerns only specified conditions attached to the approval of the merger. The merger approval itself is not challenged,” the gazette stated.
The minister confirmed the merger approval but amended the conditions by suspending the operation and enforcement of conditions stated in the NaCC’s original decision until further notice or until revised conditions are introduced.
Amutse said the decision was influenced by significant changes in the fuel supply environment since the NaCC completed its assessment of the transaction.
He pointed to increased uncertainty in international petroleum markets caused by geopolitical instability in the Middle East, which has affected global fuel supply and pricing.
Namibia’s own fuel procurement arrangements have also changed, with the government introducing interim fuel-security measures, including the appointment of a single bulk supplier while a new bulk petroleum procurement framework is being finalised.
According to the minister, these developments were not known or reasonably foreseeable when the NaCC imposed the conditions and represented material changes in circumstances affecting their practical implementation.
Amutse said fuel security had become a key public-interest consideration, noting that reliable petroleum supplies were essential for sectors such as transportation, electricity generation, mining, agriculture, manufacturing, health services and national commerce.
The determination highlights the need to balance competition objectives with broader economic considerations, including continuity of supply, market stability and consumer protection.
It also points to practical challenges that could affect immediate implementation of the suspended conditions, including storage capacity limitations and logistical constraints at the National Oil Storage Facility.
The NaCC’s approval of the merger remains in place, with the Commission’s competition mandate continuing to guide its oversight of developments in Namibia’s petroleum sector.
