Project Lego- Acquisition of 100% shares in Daystar Power Group by Shell Overseas Investment B.VCase type: MRR Form 2 (Simplified Procedure) Case Parties: Daystar Power Group/Shell Overseas Investment B.V Published: 16 Nov. 2022
This notification to the Federal Competition and Consumer Protection Commission (the Commission) relates to the proposed acquisition of the 100% issued share capital of Daystar Power Group (Daystar or Target or Target Undertaking) by Shell Overseas Investments B.V (Acquirer or Acquiring Undertaking) in accordance with the terms of a Share Purchase Agreement dated 22 September 2022, entered into between the Acquirer and the shareholders of the Target (the Proposed Transaction) (together the Parties).
The Acquirers ultimate parent company is Shell Plc, a publicly listed company, with its shares listed on the London Stock Exchange, Euronext Amsterdam, and New York Stock Exchange. The Shell group is hereinafter referred to as Shell.
Daystar is a Mauritian based entity that is primarily involved in investment holding activities in companies within its group that provide solar power solutions to primarily commercial and industrial (C&I) customers. The Target has operations in a few African countries, including Nigeria, Ghana, Senegal, Ivory Coast and Togo.
Strategically, the Proposed Transaction is to further the objectives of Shell to provide renewable and low-carbon energy options for customers through investments in wind, solar, electric vehicle charging and hydrogen, to meet the breadth of customer needs in different markets and to meet the demands of the energy transition.
Both Acquirer and Target undertakings are non-Nigerian entities and operate in distinct markets. The Target is active in the supply of power through the provision of solar power solutions to customers by its subsidiaries, while neither the Acquirer nor Shell is directly present in these markets in Nigeria.
The Proposed Transaction is to be consummated entirely offshore outside Nigeria.
The Proposed Transaction constitutes a Foreign-to-Foreign Merger with a Nigerian Component Daybreak Power Solutions Limited, a Nigerian entity wholly owned by the Target ("Nigerian Component) and would not lead to substantial prevention or lessening of competition post-merger given the absence of any direct overlap between the Parties. In addition, no public interest concerns will arise as a result of the Proposed Transaction and there will be no negative impact on employment in Nigeria.