The Competition Board examined the transaction involving the acquisition of all of the shares of BP Petrolleri Anonim Şirketi and BP Turkey Refining Limited Şirketi by Petrol Ofisi Anonim Şirketi. Within the framework of the examination, the Board scrutinized the effects of the transaction on all stages of the fuel sector, including fuel supply, distribution, storage and retail.

When determining the geographical area, the Board, for the first time, detailed the dynamics of the retail sales market with an analysis based on accessibility. In order to show the effects of the concentration at the local scale, analyses were conducted on micro markets known as catchment areas. As a first step of the analysis, coordinates of over 12,500 fuel and over 10,500 autogas-LPG dealers were determined and matched with sale amount data for each product group. The BP stations, which could be defined as the acquired assets, were assigned as the center of the catchment areas and the distance to the stations of other distributors were calculated.

Geographic areas with a radius of 5 and 20 km were determined for the “central” and “provincial” categories, based on the demographic characteristics, keeping in mind the specific conditions of each catchment area. When setting the distances for the relative categories, the Board took into account precedents from the European Commission, past Board decisions, opinions of the sector stakeholders, and the consumer survey conducted for the 2024 Fuel Sector Inquiry Report. As a result of the analysis conducted, it was concluded that the transaction could lead to competitive concerns for 61 geographic areas in the B2C retail gasoline, diesel and autogas-LPG sale markets, due to the market power the merged entity would acquire.

The Board also decided that the transactions involving Petrol Ofisi AŞ’s acquisition of the shares in Çekisan Depolama Hizmetleri Ltd. Şti., owned by BP Petrolleri AŞ, and of the shares in ATAŞ Anadolu Tasfiyehanesi AŞ, owned by BP Turkey Refining Ltd. Şti., did not fall under the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board, no 2010/4 and thus were not covered by Article 7 of the Act no 4054; that ATAŞ Anadolu Tasfiyehanesi AŞ and Çekisan Depolama Hizmetleri Ltd. Şti. involved a joint venture agreement which could lead to cooperation between rivals with a restrictive effect on competition under Article 4 of the Act no 4054, but that the relevant transactions could be granted individual exemption since all of the conditions listed under Article 5 of the Act no 4054 were fulfilled.

As a result of the examination it conducted in consideration of the specific structures of the markets with competitive concerns and the relationship between these markets, the Competition Board concluded that the commitments submitted sufficiently eliminated the relevant competitive concerns and authorized the transaction with the decision dated 12.09.2024 and numbered 24-37/885-379. According to the commitments text submitted, Petrol Ofisi AŞ

• Shall divest 115 fuel stations after the authorization of the transaction by the Competition Board, with a large majority of the transactions to be completed within two years,
• Shall not terminate any existing rental agreements signed with third parties, with the exception of those cases where Petrol Ofisi AŞ cannot be reasonably expected to maintain the agreements at those fuel storage facilities in which it will have a share; for a period of three years, shall not exceed an annual storage capacity of  288.707 m³  at the ATAŞ Anadolu Tasfiyehanesi AŞ and an annual storage capacity of 21.104,93 m³ at the Antalya Terminal owned by Çekisan Depolama Hizmetleri Ltd. Şti., corresponding to 50% and 52%, respectively, of the total capacity of the facilities, both of which are active in the fuel storage services market; shall use its voting rights not to relaunch operations in the future for the currently inactive Tasfiye Halinde Ambarlı Depolama Hizmetleri Ltd. Şti. and the Çekmece Terminal owned by Çekisan Depolama Hizmetleri Ltd. Şti.,
• Shall not exceed 606 tons of sales volume in gas oil distribution for a period of three years,
• Shall submit a report detailing the implementation results of the commitments to the Competition Board every six months following the authorization of the transaction by the Competition Board.