The Competition Tribunal declared that the inquiry by Compañía de Petróleos de Chile Copec S.A., regarding the effects in Chile of its participation in the property of Organización Terpel S.A. (Terpel Colombia), adjusts to Decree Law N° 211, as long as it complies with a series of conditions. The main condition is selling Organización Terpel Chile Limitada (Terpel Chile, a fuel retailer), within 18 months counted from the date in which Copec takes control of Terpel Colombia. Additionally, it must inform the results of each step of the “controlled two stage tender” to the National Prosecutor’s Office.
Another condition forces Copec to inquire to the Tribunal, in case it intends to sell Terpel Chile’s assets to a company that participates directly or indirectly in the markets of refining or distributing liquid fuel, or to its parent or related companies.
The Tribunal also ordered that, as long as Copec is not completely unlinked to Terpel Chile, workers of Terpel Colombia, SIE and Proenergía must abstain from intervening in Terpel Chile’s lines of business, delegating decisions in special committees. They must also withhold information from workers of Copec. Similar conditions were imposed to workers of Copec, in order to avoid information transfers and influence over Copec’s administration.
Terpel Chile’s board of directors will be designated by a special committee from Terpel Colombia. Terpel Chile’s executive and managerial staff will be maintained until the transfer. If part of the staff must be replaced, its replacement will be handled by an independent head hunter company.
Terpel Chile’s auditors must be different than the inquirer’s auditors.
Copec will have to present a detailed plan of effective compliance of all the imposed conditions to the National Prosecutor’s Office, who will supervise said compliance and publicize the compliance plan.
Copec must abstain from any action that implies diminishing Terpel Chile’s market share in Copec’s favor, until one year after Terpel Chile’s takeover by the buyer, and Copec also must abstain from celebrating acts or contracts that tend to acquire the rights derived from commercial contracts celebrated between Terpel and any other public or private company.
Terpel Chile must continue its investment plan, and must inform the national Prosecutor’s Office quarterly of the effective compliance of that plan.