Description of Activities

Description of transaction: The Commission resolved to approve without conditions the transaction that entails Motion JVCo Limited (“Motion JVCo”) intending on acquiring the global lubricants business of BP p.l.c. by acquiring all the shareholding and voting rights in Castrol Group Holdings Limited (“Castrol Group Holdings”).     

Acquiring group: The primary acquiring undertaking is Motion JVCo. Motion JVCo’s shareholding is held by Stonepeak Motion Holdco Limited, which is in turn indirectly controlled by Stonepeak Motion PoolingCo Limited. Motion JVCo is ultimately indirectly controlled by Stonepeak Partners LP. Motion JVCo is a newly established special purpose vehicle and does not conduct any business activities in Namibia or elsewhere. The acquiring group at large is a leading alternative investment firm specialising in infrastructure and real assets, with the aim to create value for its investors and portfolio companies, with a focus on downside protection and strong risk-adjusted returns. Further, the acquiring group owns and leases a fleet of standard dry freight, refrigerated intermodal containers, and dry freight specials.     

Target undertaking: The primary target undertaking is Castrol Group Holdings, which is controlled by BP p.l.c. (“bp”). bp is a public limited company listed on the London Stock Exchange and therefore not directly controlled by any undertaking. The target undertaking is active globally in the development, production, and sale of lubricants, greases, coolants, and related fluids used in a wide range of industries, including automative, energy, industrial and marine. The target undertaking’s products are supplied in Namibia through third parties.

Relevant market: Defined the relevant product market as the supply of lubricants in Namibia.

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market and did not raise any public interest concerns.

Merger Determination No.3 of 2026___