Catom acquires bp Retail Netherlands

Name of the deal: Catom acquires bp Retail Netherlands
Date announced and/or closed: Announcement date: 08 July 2025  Closing date (envisaged): 01 December 2025 (subject to regulatory approvals)
Published value: €250 – 500m
Buyer(s): Catom B.V.
Target: bp Retail Netherlands GmbH incl. Actomat B.V. and Freebees B.V.
Seller: BP Europa S.E.

Involved firms and advisors

Involved firms and advisors buy side:
M&A: AXECO  Legal: DLA Piper  Financial / Tax DD: Deloitte

Involved firms and advisors target:
M&A: inhouse  Legal: Dentons  Financial / Tax FDD: PWC

Involved firms and advisors sell side:
M&A: inhouse  Legal: Dentons  Financial / Tax FDD: PWC

Pitch

Brief description deal / Deal outline
Catom, founded in 1998 by experienced entrepreneurs, is a fast-growing player in the trade, distribution, and sale of conventional and renewable fuels and lubricants in the Netherlands.

With the acquisition of bp’s retail network, a complex carve-out of the Dutch business from the larger European BP business and effectively a reverse take-over, Catom expands its network to over 400 retail sites in strategic locations across the Netherlands, tripling the total business in size.

Catom was ultimately selected as the successful bidder because it presented the best overall offer, including clear future plans for the business, a pragmatic and entrepreneurial approach to integration and good protection of employee terms and conditions. Furthermore Catom was able to convince BP of its ability to complete the carve-out and integration within the tight deadlines.

The transaction includes around 300 bp-owned or branded retail sites, some with on-site EV charging infrastructure, as well as 66 operational bp Pulse EV charging locations, and the associated Dutch fleet business.

Why should this deal win the Award for Best Deal 2025?
About Catom
A Dutch energy company active in the distribution of fuels and lubricants, wholesale trade, and operation of filling stations under the Tank & Rast and Gulf brands. Founded in 1998 and headquartered in Breda, Catom focuses on the B2B and retail fuel market across the Netherlands.

About bp Retail Netherlands
The Dutch retail arm of bp, operating a nationwide network of fuel stations and convenience stores. It is part of the global energy group bp, which provides fuels, energy solutions, and mobility services worldwide.

This transaction stands out for several reasons:

1. Landmark scale  With this transformational transaction, Catom will increase its retail network from c. 100 to over 400 sites nationwide, instantly making it the largest independent downstream and retail platform in the Netherlands. This acquisition represents one of the most significant transactions in the Dutch downstream market in recent years.
2. Strategic transformation  The acquisition marks Catom’s evolution from a more wholesale-and reselling focused business into a fully integrated downstream platform with a significant national retail footprint.
3. Energy transition relevance  By acquiring 66 operational bp Pulse EV charging locations, Catom instantly secures a scalable and nationwide EV fast-charging platform, earning a top-three position in the Dutch EV-charging market. The transaction combines bp’s leading EV charging network with Catom’s market leadership in HVO, creating a broad renewable mobility offering in the Netherlands. This dual-track strategy positions Catom uniquely to serve both the electrification of passenger transport and the decarbonisation of heavy transport, establishing the company as one of the largest independent integrated platforms for sustainable fuels.
4. Execution complexity  The process was run as a competitive auction by bp with multiple international strategic bidders. Catom’s success required not only a compelling financial package but also protection of terms and conditions of employees. Financing the deal within tight timelines required a multi-tranche debt structure provided by a club of lenders, underwritten ahead of the binding bid, as competing bidders were able to leverage their larger group balance sheets and international debt capacity.
5. Market impact  The deal reshapes the Dutch downstream market by positioning Catom alongside Shell and TotalEnergies in terms of retail presence, while ensuring that critical mobility infrastructure remains in Dutch hands. Catom further establishes itself as the largest fuel retailer in the Netherlands, outside the traditional oil majors.

Outcome
This is one of the largest Dutch downstream and mobility (infrastructure) deals in years, combining landmark scale, strategic transformation, ESG relevance and complex deal, operational and integration execution. It firmly establishes Catom as a national champion and therefore deserves recognition as Best Deal 2025.

What is the impact of this deal for the company?
The combination will create the largest independent downstream and retail platform in the Netherlands, transforming Catom into a fully integrated mobility operator with nationwide reach and a strong position for the energy transition. The transaction provides significant strategic benefits, including:

• Strong strategic fit by combining Catom’s wholesale and logistic strength with BP’s nationwide retail footprint, creating a balanced and diversified platform across the value chain

• Step-change in scale with Catom’s network expanding from c. 100 sites to more than 400, instantly positioning the company alongside Shell and TotalEnergies in the Dutch market

• Future-proof positioning through the integration of 66 operational BP Pulse EV locations, accelerating Catom’s role in sustainable mobility

• Enhanced customer access by expanding its consumer-facing platform with strong brand recognition to a nationwide platform

• Operational synergies from combining procurement, logistics and retail operations across a significantly larger footprint

• Strengthened customer proposition through the acquisition of bp’s nationwide loyalty programme, giving Catom access to a large customer base and valuable data insights that enhance long-term customer retention    The size and strategic relevance of the Dutch downstream market, combined with accelerating trends in convenience and EV charging, make this a transformative opportunity. Following the acquisition, Catom is uniquely positioned to fully benefit from its enlarged scale, local market knowledge and integrated platform to drive future growth.

What is the impact of this deal for the direct stakeholders?
Shareholders and management  For Catom’s shareholders and management, the acquisition represents a transformational step. It secures Catom’s position as the largest independent downstream and retail platform in the Netherlands, delivering scale and diversification that significantly strengthens the long-term resilience of the company. This provides a solid foundation for continued organic growth and add-on acquisitions.

Employees  Catom has committed to safeguard existing terms and conditions, ensuring stability throughout the integration process. At the same time, the enlarged platform will create new opportunities for progression within the more entrepreneurial combination.

Customers  Dutch consumers and business clients will gain access to more than 400 sites across the country, offering an integrated mix of fuels, best-in-class convenience offering, retail and EV charging. This increased scale improves accessibility, service offering and reliability.

Consumers will continue to benefit from the well-established bp card programme on an even larger national scale, enjoying rewards and discounts across the combined retail and EV charging network.

Customers will gain access to one of the broadest renewable mobility platforms in the Netherlands, combining EV charging at scale with renewable liquid fuels such as HVO.

Society  See below

What is the impact of this deal on society?
For society, the transaction ensures that critical energy and mobility infrastructure is brought back from international, listed ownership to Dutch hands, strengthening national control and ensuring long-term stability for Dutch drivers and consumers.

By integrating BP Pulse’s EV-charging locations into Catom’s network, the deal directly contributes to Dutch climate objectives and the broader energy transition. The acquired EV-charging knowledge enables Catom to accelerate EV-charging in their current retail footprint.

In parallel, Catom’s market leadership in HVO enables the existing heavy transport fleet to decarbonise today, complementing the electrification of passenger mobility. This dual-track approach makes a significant contribution to Dutch climate objectives.

What was most complex about this deal?
Carve-out from a global major  Separating a network of c. 300 forecourts, EV-charging locations and the fleet business from BP’s global operations required a detailed carve-out plan. Ensuring continuity of systems, contracts and employees while detaching from an international parent created significant operational and legal complexity.

Competitive auction process  BP ran a tightly managed, competitive process with multiple international strategic bidders. Catom had to demonstrate not only a compelling valuation but also a pragmatic and entrepreneurial approach to integration and robust commitments regarding employee continuity and future investment plans in order to be selected.

Financing requirements  The deal required fully underwritten, multi-tranche debt financing from a club of lenders, secured within a very compressed timeframe.

Integration challenge  For Catom, the integration is truly transformative: the company will expand its network from around 100 sites to more than 400. The challenge lies in managing this step-change within a strict timeline (with closing targeted for December 2025), while simultaneously combining two sizeable retail businesses and embedding the enlarged retail division into the broader Catom platform. Another key integration challenge is aligning the entrepreneurial way of working of Catom with bp’s more corporate culture. Achieving a seamless integration of operations and culture, without disruption to day-to-day operations, is a key priority.