Moeve and Galp Continue Talks to Merge Downstream Operations

Moeve and Galp announced they have reached a non-binding agreement to advance detailed discussions on a possible combination of their downstream portfolios with the aim of creating two leading energy companies in the Iberian Peninsula.

The agreement, which is in the planning phase, aims to combine industrial and retail energy operations across Spain and Portugal.

Within the scope of discussions, the creation of two potential European energy platforms will be evaluated: an industrial platform (IndustrialCo) serving B2B customers and focused on refining, chemicals, trading, green molecules and low-carbon fuels; and a mobility platform (RetailCo) serving retail and mobility customers, focused on fuel retail (including EV charging) and convenience services while supporting the development of next-generation mobility solutions.

Moeve's current shareholders Mubadala and Carlyle will hold a controlling stake in the Industrial Combination; Galp will hold a stake of over 20 percent. RetailCo will be jointly controlled by Moeve's current shareholders and Galp. The proposed combination does not cover Galp's other activities such as Upstream, Renewable Energy, oil, gas and electricity Supply & Trading.

The proposed combination aims to increase scale and investment capacity by bringing together complementary assets, capabilities and teams across Spain and Portugal; while also supporting energy transformation and strengthening the resilience, reliability and competitiveness of the Iberian energy system.

In particular, IndustrialCo is designed to play a central role in attracting long-term industrial investments to the region and accelerating the transformation of existing refining and industrial assets into integrated multi-energy hubs. These assets will support the development and deployment of low-carbon fuels and solutions, contributing to the reindustrialization of the Iberian Peninsula, strengthening energy security and supporting decarbonization targets in hard-to-abate sectors.
The proposed industrial combination brings together highly competitive refining assets benefiting from coastal access and integrated logistics, positioning the platform in a strong position with regard to the development of green hydrogen and other green and low-carbon molecules. The aim of this combination is to reinforce the strategic importance of the refineries in question for both Spain and Portugal, supporting their continued operations and long-term transformation. With increased scale and investment capacity, it will be possible to implement significant capital investments aimed at the evolution of these sites as integrated multi-energy hubs; reflecting the future of refining in the Iberian Peninsula.

RetailCo is planned to combine the fuel station networks of both companies, creating a truly pan-Iberian network of approximately 3,500 points, located predominantly across Spain and Portugal. Increasing scale is expected to enable the new company to provide stronger customer service offerings, deliver greater value to customers and provide higher convenience including enhanced "food-to-go" and mobility services. The combination will also accelerate investments in EV charging and next-generation mobility services, supporting the transition to cleaner transportation across Iberia.

During the negotiation process, Moeve and Galp will continue to operate as independent companies, ensuring full continuity of operations, supply and customer services in all activities and geographies.

Any potential transaction remains subject to the negotiation and signing of final and binding agreements, necessary corporate approvals and relevant regulatory approvals. No final decision has been made at this stage and there is no impact on the companies' current operations, employees or existing business relationships.

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