TotalEnergies has secured approval to exchange participating interests in Petroleum Exploration Licences (PELs) 56 and 91 for a participating interest in PEL 83 under a strategic offshore asset swap with Windhoek PEL 28 BV.
The Namibia Competition Commission approved the transaction without conditions after finding that the exchange would neither substantially lessen competition in Namibia’s crude oil and natural gas exploration market nor allow either party to acquire or strengthen a dominant position.
The transaction involves the indivisible transfer of participating interests in the rights and obligations attached to PEL 83 in exchange for non-controlling participating interests in the rights and obligations attached to PELs 56 and 91.
The arrangement will therefore allow TotalEnergies EP Namibia BV to acquire a participating interest in PEL 83, while Windhoek PEL 28 BV will receive non-controlling participating interests in PELs 56 and 91, effectively reshaping the parties’ exposure to three offshore exploration licences without involving the acquisition of either company.
TotalEnergies EP Namibia BV, the primary acquiring undertaking, is incorporated in the Netherlands and registered as a branch in Namibia, where it is involved in the upstream exploration of crude oil and natural gas and already holds participating interests in PELs 56 and 91.
Beyond its offshore exploration activities, the TotalEnergies group is also active in Namibia’s downstream petroleum sector through the marketing and distribution of petroleum products, a retail network of service stations and two secondary petroleum-product storage depots.
The target undertaking is not Windhoek PEL 28 BV itself, but the participating interests attached to PEL 83, PEL 56 and PEL 91, which were issued by the Petroleum Commissioner in the Ministry of Industries, Mines and Energy.
PEL 83 covers offshore Blocks 2813A and 2814B, while PEL 56 covers Block 2913B and PEL 91 covers Block 2912.
Windhoek PEL 28 BV currently holds the majority of the participating interests issued under PEL 83, while TotalEnergies EP Namibia holds the majority of the participating interests issued under PELs 56 and 91.
The Commission classified the transaction as a horizontal merger because both parties are engaged in the exploration of crude oil and natural gas, and the relevant product and geographic market were defined as such exploration in Namibia.
After assessing the parties’ existing interests and their positions within that market, the Commission concluded that the licence exchange would not reduce competition or confer additional market dominance on either undertaking.
“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,” the Commission said.
The unconditional approval allows the parties to proceed with the exchange of their participating rights and obligations, giving TotalEnergies an interest in PEL 83 while Windhoek PEL 28 BV gains minority exposure to PELs 56 and 91 as both companies realign their respective offshore exploration portfolios in Namibia.
