Ampol–EG Australia Deal Enters Phase 2 ACCC Review

About Ampol Limited

Ampol Limited (ASX: ALD) is one of Australia’s largest fuel and convenience retailers, operating a national network of service stations, wholesale fuel distribution assets, and convenience offerings under the Ampol and Caltex brands. Headquartered in Sydney and listed on the ASX, Ampol plays a critical role in Australia’s transport energy supply chain, servicing retail motorists, commercial fleets, aviation and marine customers across all states and territories.

In recent years, Ampol has pursued a strategy focused on scale, operational efficiency and strengthening its retail convenience proposition, as traditional fuel markets evolve amid electrification and energy transition trends. Central to this strategy is the proposed acquisition of EG Australia, a large fuel and convenience retail network owned by the UK-based EG Group. The transaction, if completed, would materially expand Ampol’s retail footprint and competitive positioning within the Australian downstream fuel market.

The regulatory process has now entered a more detailed phase following the ACCC’s decision to escalate its assessment, reflecting the transaction’s size and potential market impact.

ACCC Refers Transaction to Phase 2 Review

The Australian Competition and Consumer Commission has confirmed that Ampol Retail Holding Pty Ltd’s acquisition of EG Australia requires further in-depth assessment and will proceed to a Phase 2 review. This decision follows completion of the ACCC’s initial Phase 1 assessment, during which the regulator identified potential competition concerns in a number of markets.

Specifically, the ACCC stated it was satisfied the acquisition could substantially lessen competition in the retail supply of petrol and diesel in certain local markets, as well as across broader metropolitan areas including Brisbane, Canberra, Melbourne and Sydney. The regulator identified 115 EG sites where competitive overlap with Ampol could raise concerns under competition law.

ACCC Commissioner Dr Philip Williams noted that the transaction would combine two major fuel retailers in Australia, warranting closer examination under the new merger framework. Importantly, the ACCC has not reached a final conclusion and emphasised that Phase 2 represents a deeper review rather than a rejection of the transaction.

Divestment Proposal and Regulatory Concerns

As part of its original submission, Ampol proposed divesting 19 retail fuel sites in an effort to address competition concerns identified during Phase 1. However, the ACCC concluded that this remedy did not adequately resolve issues in either localised markets or metropolitan-wide competition.

The regulator’s decision reflects a broader shift toward more rigorous scrutiny of consolidation in essential consumer markets such as fuel retailing, where geographic proximity and pricing dynamics can have a direct impact on households and businesses.

The Phase 2 review will allow the ACCC to consider additional information, consult further with stakeholders and assess whether alternative remedies or undertakings could mitigate competition risks to an acceptable level.

Ampol’s Response and Transaction Status

Ampol acknowledged the ACCC’s decision, noting that escalation to Phase 2 is consistent with the operation of the new merger control regime introduced on 1 January 2026. Under this framework, transactions meeting certain thresholds must receive approval before completion, with the option for the ACCC to conduct a second-phase review where potential competition issues are identified.

The company reiterated its confidence in the strategic and competitive merits of the transaction and stated it would continue to work constructively with the ACCC throughout the Phase 2 process. Ampol also confirmed that the transaction timeline remains unchanged, with completion still targeted for mid-2026.

Phase 2 reviews can take up to 90 business days unless extended under specific circumstances, providing greater certainty around procedural timelines compared with the previous voluntary notification system.

Strategic Rationale for the EG Australia Acquisition

The proposed acquisition of EG Australia is a key component of Ampol’s long-term growth strategy. EG Australia operates a large national network of fuel and convenience retail sites, many co-located with high-traffic locations and supported by a strong convenience retail offering.

For Ampol, the transaction offers the opportunity to increase scale, improve procurement and logistics efficiency, and strengthen its non-fuel revenue streams through convenience retailing. Larger site networks also provide optionality for future upgrades, including electric vehicle charging infrastructure, alternative fuels and digital customer engagement initiatives.

Management has previously emphasised that the acquisition would support cost efficiencies and enhance Ampol’s ability to compete in a market facing structural change.

Industry and Regulatory Context

Australia’s fuel retail sector is undergoing heightened regulatory scrutiny amid rising cost-of-living pressures and public sensitivity to fuel prices. The introduction of the mandatory merger control regime marks a significant change in how large transactions are assessed, with the ACCC granted expanded powers and clearer timelines.

The Ampol–EG Australia transaction is the first acquisition to be referred to Phase 2 under the new regime, setting an important precedent for future consolidation across consumer-facing industries.

At the same time, fuel retailers face long-term challenges from vehicle electrification, changing consumer behaviour and evolving energy policy. Scale and diversification into higher-margin convenience retail and services are increasingly seen as critical to maintaining profitability and funding future investment.

Outlook

The Phase 2 review introduces additional uncertainty but does not alter the fundamental strategic rationale for the transaction. Key focus areas in coming months will include the ACCC’s market-by-market analysis, potential revised divestment proposals and stakeholder submissions invited by the regulator by 4 February 2026.

If approved, the acquisition would significantly reshape Australia’s fuel retail landscape. If conditions are imposed, Ampol’s response will likely hinge on balancing strategic benefits against any required concessions.