Astra Energy Group Limited has applied to the Commerce Commission to acquire Gull and NPD, creating a combined national fuel retailer, but the regulator says it is not yet satisfied the deal would not substantially lessen competition in New Zealand markets.Commission identifies markets under scrutiny

The Commission’s preliminary investigation identifies the retail supply of fuel (both in local geographic markets and potentially at a national/brand level) and the wholesale supply of fuel from Gull’s Mount Maunganui terminal as the key areas for assessment. 

The Commission is concerned that in a number of local areas where Gull and NPD currently overlap, the merger could remove a close competitor and leave insufficient alternatives to prevent post‑merger price rises or reductions in quality or service.The regulator’s preliminary analysis using site- and board-price data has already flagged specific local sites for deeper investigation.Loss of potential future competition

The Commission is also investigating whether the transaction would eliminate potential future competition, for example where one party, absent the merger, would likely expand into areas where the other operates, thereby preventing more competitive outcomes that might otherwise emerge.National/brand-level concerns: possible removal of a disruptive rival

Beyond local effects, the Commission is probing national or brand-level dynamics (such as national discounting strategies and brand positioning). It notes NPD appears to be more price‑aggressive in many local markets while Gull often prices higher, and worries the merger could remove that disruptive pricing behaviour across networks, not just in overlapping localities.Coordinated effects: market vulnerability to tacit coordination

The regulator says retail fuel markets have features that can make them vulnerable to coordination (homogeneous product, transparent and frequently updated prices, and small frequent transactions) and is not satisfied the merger would not increase the likelihood, completeness, or sustainability of coordination among remaining firms in some local markets.The Commission is especially concerned the deal could remove a maverick competitor in some areas, making tacit coordination easier.Vertical effects: wholesale supply and terminal foreclosure risk

The Commission is investigating vertical concerns tied to Gull’s Mount Maunganui terminal, examining whether the merged firm might have both the ability and incentive to foreclose rivals by refusing supply or charging higher prices to rival retailers that previously accessed the terminal. The regulator is still assessing alternatives available to rivals and whether foreclosure would be profitable for the merged firm.Applicant’s case and the counterfactual 

Astra Energy argues the merger would create a stronger national competitor able to expand networks, deliver synergies and increase commercial volumes, and says national market shares and geographic overlaps do not indicate problematic concentration.The Commission, however, continues to test a counterfactual in which Gull and NPD remain independent and may continue to expand separately, noting that recent independent expansion has increased overlaps in some local markets.Process and timetable

The Commission has extended its decision timeframe with the applicant’s agreement to 28 May 2026 (with possible further extensions) and has called for submissions and evidence by 2 April 2026, with cross-submissions due by 15 April 2026.