Library / PETROLEUM INDUSTRY ACT, NO. 6, 2021 MIDSTREAM AND DOWNSTREAM PETROLEUM PREVENTION OF ANTICOMPETITIVE PRACTICES AND BEHAVIOUR REGULATIONS, 2026 ARRANGEMENT OF REGULATIONS

PETROLEUM INDUSTRY ACT, NO. 6, 2021 MIDSTREAM AND DOWNSTREAM PETROLEUM PREVENTION OF ANTICOMPETITIVE PRACTICES AND BEHAVIOUR REGULATIONS, 2026 ARRANGEMENT OF REGULATIONS

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(e) internal restructurings within a corporate group where control of a licensee 
changes hands. 
(f) any joint venture, strategic alliance, or collaborative arrangement between 
two or more Licensees or their Affiliates operating in the midstream or 
downstream petroleum sector shall be subject to prior notification and 
competition assessment by the Authority where the arrangement: 
 
(i) 
Is formed between actual or potential competitors; and 
 
(ii) 
Involves 
a 
significant 
integration 
of 
business 
activities, 
infrastructure, or strategic functions; and 
 
(iii) 
Has the effect or potential effect of substantially reducing 
independent competitive conduct between the participating undertakings. 
 
(3) 
Where applicable, prior clearance from the Federal Competition 
and Consumer Protection Commission shall also be obtained. 
 
 
50. Application for Approval of Merger, Acquisition of interest, or changes in 
control and Joint Venture 
 
1. 
Application for approval shall include all information necessary for 
competition assessment, including details of the parties, transaction structure, 
market shares, turnover, and relevant infrastructure. 
 
2. 
Covered transactions include: 
 
(a) Horizontal mergers between Licensees in the same market segment. 
 
(b) Vertical mergers between Licensees at different levels of the 
petroleum value chain. 
 
(c) Cross-ownership conferring significant influence over another 
Licensee in a different licence category. 
 
(d) Joint ventures between actual or potential competitors. 
 
3. 
An application for the written consent under this Regulation shall 
be made using the prescribed Form in Schedule 1 to these Regulations and 
submit in five (5) copies with the Authority upon the payment of the prescribed 
fees specified in Regulation 9 of Assignment of Transfer of Licence or Permit 
Regulations 2023. 
4. Any party that submits false, incomplete, or misleading information in 
a merger application shall be subject to sanctions, including fines, revocation 
of approvals, or reversal of the transaction. 
 
51. Assessment of the Application by the Authority 
1. 
Upon receipt of a complete application, the Authority shall conduct a 
substantive competition assessment of the proposed transaction to determine 
whether it is likely to substantially prevent or lessen competition in any relevant 
midstream or downstream petroleum market. 
(2) Factors to be Considered 
In evaluating the likely effects of the transaction on competition, the Authority 
shall consider, without limitation, the following: 
 
(a) 
The degree of horizontal overlap between the merging parties, 
including their respective market shares and market concentration;