Competition watchdog finds no competition concerns in Pakistan’s lubricants market following the global Castrol acquisition deal.
The Competition Commission of Pakistan (CCP) has granted approval for the proposed acquisition of BP plc’s global Castrol lubricants business by Motion JVCo Limited, a special purpose vehicle established by U.S.-based investment firm Stonepeak Partners. The approval was issued following the completion of the Commission’s Phase-I review process.
According to an official statement released on Friday, the transaction involves the sale of Castrol Group Holdings Limited, the entity that owns the worldwide Castrol lubricants business, from BP plc to Motion JVCo.
The deal also includes the participation of Canada Pension Plan Investment Board (CPP Investments), which will acquire an indirect minority stake through a wholly owned subsidiary. However, Stonepeak will continue to maintain indirect sole control of the business after the transaction is finalized.
Castrol lubricants are currently marketed and distributed in Pakistan through Castrol Group Holdings Limited. Although the acquisition is global in nature, Pakistan’s merger control regulations require transactions involving businesses operating in the country to undergo regulatory scrutiny.
The purpose of this review is to ensure that such deals do not significantly reduce market competition or create a dominant market position.
During its assessment, the CCP identified the relevant market as the sale of lubricants within Pakistan. The Commission found that neither Stonepeak Partners nor CPP Investments currently operates in Pakistan’s lubricants sector.
Consequently, the transaction does not involve the merger of competing businesses in the country and creates no horizontal or vertical overlap with Castrol’s existing operations.
The Commission further noted that Castrol products in Pakistan are distributed through an independent third-party distributor.
As a result, the acquisition is not expected to alter market dynamics, restrict competition, create barriers for new entrants, or strengthen any dominant position within the lubricants industry.
Based on these findings, the CCP authorized the transaction under Section 31(1)(d)(i) of the Competition Act, 2010.
The regulator clarified that its approval relates solely to competition law considerations and that the transaction remains subject to all other relevant legal and regulatory requirements.
The CCP emphasized that Pakistan’s merger review framework plays an important role in facilitating foreign investment, corporate restructuring, and mergers and acquisitions while safeguarding fair competition.
The Commission stated that transparent and timely merger assessments help strengthen investor confidence, encourage foreign direct investment, and support sustainable economic growth and ease of doing business in Pakistan.