ENEOS Holdings Inc. of Japan has entered deals with several indirect subsidiaries of Chevron Corp. to acquire 100% of Chevron’s interest in certain downstream refining, marketing, and retail assets across Southeast Asia Pacific and Australia, including the US operator’s stake in Singapore Refining Co.’s (SRC) 145,000-b/d refinery on Jurong Island, Singapore.
A series of share purchase agreements (SPA) signed by the companies on May 14 covers the Japanese operator’s proposed purchase of $2.17-billion worth of Chevron shares in businesses that—in addition to Singapore—consist of operations in Malaysia, the Philippines, Australia, Vietnam, and Indonesia, ENEOS said separate notices to the market and Tokyo Stock Exchange Inc.
ENEOS Holdings, through a newly established special purpose vehicle (SPV), specifically will acquire:
- Chevron South Asia Holdings Pte. Ltd.-held Chevron Singapore Pte. Ltd.’s (CSPL) 50% non-operated interest in SRC’s Jurong Island refining complex, a joint venture of Chevron and partner PetroChina Co. Ltd.’s Singapore Petroleum Co. Ltd.
- Chevron’s 100% interest restricted to the lubricants production, marketing, and sales businesses—including Caltex-branded lubricants—of Chevron Lubricants Vietnam Ltd., which operates a lubricant-dispensing factory at Dinh Vu Industrial Park, Hai An District, Hai Phong, Vietnam.
- Chevron’s 100% interest in Chevron Malaysia Ltd., which imports fuels and lubricants from Chevron-held refining and blending assets in Singapore and Thailand via its three Malaysia-based fuel terminals/blending plants (Pulau Indah, Selangor; Prai Terminal, Pulau Pinang; and jointly owned Pasir Gudang, Johor). The company also operates more than 400 Caltex-branded service stations across the country.
- Chevron’s 100% stake in Chevron Philippines Inc., which markets Caltex-branded fuels, lubricants, and other petroleum products through its nearly 600 Caltex stations located across the region.
- Chevron’s 100% interest in Chevron Australia Downstream Holdings Pty. Ltd., which alongside owning and operating three product import terminals across the continent, is responsible for marketing and sale of petroleum fuel products and lubricants via its national network of Caltex service stations.
- Chevron’s 99.99% stake and CT Nominee Holdings (I) LLC’s 0.01% interest in PT Chevron Oil Products Indonesia, which sells Caltex-branded lubricants, coolants, and greases across Indonesia through the company’s distribution network.
“This investment represents a [major] step in strengthening the business platform that connects Japan with Southeast Asia and Oceania, while bringing together the competitive strengths developed across each market to advance [ENEOS’] growth to the next stage,” said Miyata Tomohide, chief executive officer of ENEOS Holdings.
Subject to customary regulatory approvals and closing conditions, ENEOS and Chevron said they expect the transaction to close sometime during 2027.
Transaction rationale
The planned acquisition of Chevron assets aligns with ENEOS Group’s objective of implementing portfolio restructuring, which forms a key pillar of the Japanese operator’s Fourth Medium-Term Management Plan (FMTMP), according to the company.
“[Under the FMTMP,] [w]e are pursuing portfolio reorganization through targeted M&A to strengthen businesses capable of early monetization, with a particular focus on overseas fuels businesses,” ENEOS said.
While the operator acknowledged an ongoing decline in Japan’s petroleum demand, ENEOS said it expects demand in broader Southeast Asia to continue growing.
“By acquiring cost-competitive, export-oriented refinery and downstream fuels and lubricants businesses in these markets, the ENEOS Group aims to capture demand growth in the region and strengthen our trading opportunities in Australia, a key export market for Japan,” the operator said.
Chevron’s proposed divestment of its interest in the Southeast Asian and Australian downstream assets “reflects [the company’s] disciplined approach to managing [its] international portfolio,” according to Andy Walz, president of Chevron’s downstream, midstream, and chemicals business.
Chevron said it will continue to operate its other Southeast Asian and Australian subsidiaries not included in the currently pending sale.
