ISLAMABAD: The Competition Commission of Pakistan (CCP) has approved the acquisition of BP plc’s global Castrol lubricants business by Motion JVCo Limited, a special purpose vehicle set up by U.S.-based investment firm Stonepeak Partners, the Commission announced on Thursday following the completion of its Phase-I review.
The deal, though structured and executed globally, was reviewed by the CCP because Castrol products are marketed and sold in Pakistan through Castrol Group Holdings Limited, bringing the transaction under the ambit of Pakistan’s merger control law, which mandates scrutiny of acquisitions involving businesses with local operations to ensure market competition is not undermined.
Under the arrangement, BP plc will sell Castrol Group Holdings Limited — the entity that owns the global Castrol lubricants business — to Motion JVCo. Canada Pension Plan Investment Board (CPP Investments) will acquire an indirect minority stake through a wholly owned subsidiary, while Stonepeak will hold indirect sole control of the business once the transaction is completed.
In its assessment, the CCP defined the relevant market as the sale of lubricants in Pakistan and found that neither Stonepeak nor CPP Investments currently operates in this segment locally. This means the acquisition does not merge competing businesses within Pakistan and produces no horizontal or vertical overlap with Castrol’s existing operations, which are run through a third-party distributor in the country.
Based on these findings, the Commission concluded that the transaction would not alter the market structure, raise entry barriers, or lead to the creation or strengthening of a dominant position in Pakistan’s lubricants sector. The deal was accordingly authorised under Section 31(1)(d)(i) of the Competition Act, 2010.
The CCP clarified that its clearance is limited to the competition assessment under the Competition Act and that the transaction will still need to satisfy all other applicable legal and regulatory requirements before completion.
The Commission noted that Pakistan’s merger review framework is designed to facilitate investment, corporate restructuring, and M&A activity while safeguarding market competition. It added that timely and predictable merger assessments help strengthen investor confidence, support foreign direct investment, and foster a competitive business environment conducive to innovation and sustainable economic growth.
