Firm says this is the first complex Phase II merger to be cleared under the new merger regime
Gilbert + Tobin (G+T) has helped EG Group to secure ACCC clearance for the proposed acquisition of EG Group’s Australian arm, EG Australia, by Ampol Retail Holding Pty Ltd for $1.1bn.
According to the firm, it is the first complex Phase II merger to be cleared under the country’s new merger control regime, which took effect on 1 January. It is also the first merger to be cleared after a Phase II review, “giving early indications of the efficacy of the process for future complex transactions under the new process”, G+T said.
The ACCC approved the deal after a review process lasting nearly eight months, the matter having first been notified to the commission on 10 October 2025.
Ampol managing director and CEO Matt Halliday highlighted the company’s long-term relationship with EG Australia. Both companied have inked a brand licence agreement and a 15-year fuel supply agreement.
“For customers, the combined network will offer greater choice and convenience, enabling us to better serve a broader customer base. Key to this will be the expansion of our premium Ampol Foodary convenience retail network, the rollout of our value-oriented U-GO offering, and extension of Woolworths Everyday Rewards”, Halliday said. “For shareholders, the transaction is accretive to earnings per share and free cash flow, underpinned by $65–$80 million in identified synergies from overhead rationalisation, U-GO conversion cost savings and efficient operations and economies of scale – all achievable through proven integration levers.
He added that the deal would increase Ampol’s footprint and flexibility in executing its electric vehicle charging strategy in alignment with the pace of customer adoption. Ampol confirmed that the acquisition would be financed through a combination of debt facilities, upfront working capital release, divestment proceeds and Ampol shares issued to EG Group.
The acquisition will “generate significant synergies with a 6 times EBITDA multiple post synergies on a post AASB 16 basis”, according to Ampol. On completion, the fuel and convenience and fuel marketing businesses in Australia and New Zealand will comprise about 85% of Ampol Group’s earnings.
G+T competition, consumer and market regulation partner Andrew Low added that the clearance was obtained “in an overall complex global environment for fuel”. The firm’s team advised EG Group on all corporate and competition aspects of the deal.
Low took point on the competition aspects of the deal, with support from special counsel Sophie Player and lawyers Adrian Vipond, Jenny Li and Ruby Kesselschmidt. Peter Cook and Ilona Hunnisett headed up the firm’s corporate advisory team, which is assisting EG Group with all aspects of the transaction.
The ACCC’s approval is pending the fulfillment of the condition that Ampol sell 41 retail fuel sites in Australia to Dib Group (Metro Petroleum). The commission approved Metro Petroleum as the buyer and issued a notification waiver for its purchase, enabling the divestiture’s implementation without additional approval or delay.
The commission considered that both EG Australia and Ampol were retail suppliers of fuel like petrol and diesel and of convenience products across Australia. It investigated whether the acquisition would limit competition, particularly in locations where both companies’ sites overlap, as well as whether the deal would affect retail fuel supply in wider metropolitan markets.
“The ACCC was concerned the acquisition could materially reduce competition and reduce choice for Australian motorists. We are very conscious of community concern about fuel prices and cost of living, and we are continuing to closely monitor and report on the fuel industry”, said ACCC commissioner Dr Philip Williams in an ACCC media release.
He noted that 41 EG Australia sits overlapped with Ampol’s across 39 local markets. Ampol upped its divestment offer during the ACCC’s Phase 2 assessment; initially, the company said it would divest 19 sites.
“Our ability to expedite Metro Petroleum’s waiver application was facilitated by our in-depth investigation of the Ampol acquisition, which demonstrates how the remedy and notification processes can be managed efficiently in the new merger regime”, Williams said.
The new regime requires businesses to inform the ACCC of acquisitions that hit the notification thresholds established by a treasury minister. The commission must approve the deal or issue a notification waiver.
In Phase 1, the ACCC must decide whether the deal will be greenlit or referred to a Phase 2 review within 15-30 business days. Acquisitions recommended for Phase 2 review will undergo a comprehensive evaluation; this phase can take up to 90 business days unless it is extended under specific circumstances.
