Commission to carry out a full investigation of Topaz acquisition of Esso
August 13, 2015
The Commission has decided to carry out a full (phase 2) investigation into the Topaz/Esso Ireland acquisition.
13 August 2015:The Competition and Consumer Protection Commission (the Commission) has decided to carry out a full (phase 2) investigation in relation to the proposed transaction whereby Topaz Investments Limited would acquire sole control of Esso Ireland Limited.
Following a preliminary investigation, the Commission identified a number of competition concerns and has determined that a full investigation is required in order to determine if the acquisition will substantially lessen competition in markets for goods or services in the State. The companies have been informed of the decision. The Commission has until 30 November 2015 to make a final decision on the proposed transaction (but may conclude its investigation in advance of this date).
The deadline may however change as the Commission can decide to issue a Requirement for Information. This suspends the time period until such time as the parties have complied with the requirements. A Requirement for Information must be issued within 30 working days after the decision to carry out a full (phase 2) investigation.
Interested parties are invited to make submissions before 5pm on Wednesday 2nd September 2015. Parties making submissions should indicate clearly what, if any, material submitted contains business secrets. Submissions should be marked “M/15/020 – Topaz Investments Limited/Esso Ireland Limited” and should be addressed to Joseph Walser, Mergers Division, Competition and Consumer Protection Commission, PO Box 12585, Dublin 1 or sent by e-mail to firstname.lastname@example.org
Additional Information: The Parties Involved
Topaz Investments Limited, previously known as Kendrick Investments Limited, is a company incorporated in the Isle of Man and which is wholly owned by Mr. Denis O’Brien. Topaz Energy Group Limited (“Topaz” is a wholly owned subsidiary of Topaz Investments and is an Irish oil company active in the retail and non-retail sales of petroleum products in the State.
Topaz also leases import and logistics assets in the State connected with the marketing and distribution of fuels and petroleum products, including two sea-fed terminals located in Galway and Dublin. Topaz is also active in the marketing of aviation fuels in the State, where it is involved in a joint venture with Royal Dutch Shell plc in Shell Aviation Ireland Limited.
The seller of the assets is Esso Holding Company UK Inc. which is a wholly owned subsidiary of Exxon Mobil Corporation, an international oil company. An agreement for the sale and purchase of the entire issued share capital of Esso Ireland was signed on 12 December 2014.
The proposed assets to be sold are owned by Esso Ireland, an Irish oil company active in the non-retail sale and retail sale of petroleum products in the state. One of Esso Ireland’s wholly-owned subsidiaries, Ireland ROC Limited, operates thirty-eight (38) services stations (which are owned by Esso Ireland) in the state. These service stations are commonly referred to as “CoCo’s” (company owned and operated service stations).
Esso Ireland owns and leases import and logistics assets in the state connected with the marketing and distribution of fuels and petroleum products, including a sea-fed terminal located in Dublin.
Esso Ireland purchases the majority of its petroleum product requirements from an affiliated company, and imports such products into the state. Esso Ireland makes bulk sales of petroleum products from both its own import facility in Dublin and from other third party terminals throughout the state. In addition, Esso Ireland sells directly to retail customers via Esso Ireland’s network of CoCo stations. Esso Ireland also supplies it petroleum products to a network of 65 DoDo (dealer-owned and dealer-operated) fuel retail service stations throughout the State.
1 Service stations owned and operated by a supplier of petroleum products that also operates upstream of the retail site
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