Stonepeak to Acquire Majority Controlling Interest in Castrol from bp

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mandatory tender offer regulatory

A mandatory tender offer is a legally required offer by a buyer who gains control of a company to purchase shares from remaining shareholders at a specified price. Investors are affected because it gives them a clear chance to sell at the stated price when ownership changes, similar to a new owner of a building being obliged to offer to buy other units so everyone has the same exit option and price.

takeover code regulatory

A takeover code is a formal set of rules that governs how one party can make an offer to buy control of a publicly traded company, like a rulebook for a marketplace ensuring fair play during bids. It requires clear disclosure, sets timelines and procedures, and protects shareholders by making sure all owners are treated equally and have the information needed to decide whether to accept an offer—information investors use to judge price, timing and fairness.

$10.1 billion transaction to support Castrol’s next phase of growth

LONDON & NEW YORK--(BUSINESS WIRE)-- Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, today announced an agreement to acquire a majority controlling interest in Castrol (or “the Company”), a global leader in lubricants, from BP p.l.c. (“bp”) (NYSE: BP) (LON: BP), in a transaction valuing the business at an enterprise value of approximately $10.1 billion. bp will retain a 35% minority interest in Castrol as part of the transaction. In connection with the transaction, Canada Pension Plan Investment Board (“CPP Investments”) will invest up to USD$1.05 billion in support of the transaction, resulting in an indirect stake in Castrol.

Castrol is one of the largest lubricants providers globally and serves consumer automotive customers, as well as commercial and industrial end markets. As an embedded part of the large and diversified global finished lubricants market, Castrol works closely with its customers and consumers to develop and supply highly engineered lubricants for specific applications. The Company manufactures and markets engine oils, industrial fluids, and greases through approximately 20 blending plants and more than 100 third-party facilities and warehouses worldwide across 150 countries. Applications have included servicing the first jet airline, the Concorde, space missions for over 60 years, and many professional auto and bike racing teams, establishing Castrol’s historic and trusted brand identity. The Company’s products are recognized globally for their high performance, premium quality, and use of cutting-edge technology, and are supported by a global workforce of thousands of skilled professionals.

“Lubricants are a mission-critical product, which are essential to the safe and efficient functioning of virtually every vehicle, machine, and industrial process in the world,” said Anthony Borreca, Senior Managing Director and Co-Head of Energy at Stonepeak. “Castrol’s 126-year heritage has created a leading market position, an iconic brand, and a portfolio of differentiated products that deliver meaningful value to its customers. We are excited to work alongside Castrol’s talented employees, coupled with bp’s continued guidance as a minority interest holder, as we support the business’s continued growth.”

“We are thrilled to have Stonepeak join us as a partner in Castrol. Stonepeak’s capital support, energy sector expertise, and experience working with similar companies that provide essential services will be immensely additive in helping the business to innovate and grow,” said Michelle Jou, Global CEO of Castrol. “This transaction reflects our commitment to investing in the future and creating new opportunities for growth and success at Castrol, and we are proud that Stonepeak shares in our vision for the business as we take the next step in our journey.”

Commenting on the investment, Bill Rogers, Managing Director, Head of Sustainable Energies at CPP Investments said, “Castrol is a high‑quality, global business at the heart of the energy and industrial economy. Its cutting-edge innovations and premium brand position it well for a growing role in emerging applications, from electric vehicles to data centres. Our investment alongside Stonepeak aligns with our strategy of backing businesses that are essential to the energy system. We believe Castrol’s strong market position and diversified growth opportunities will deliver attractive risk‑adjusted returns for the CPP Fund.”

The transaction is expected to close by end of 2026, subject to customary regulatory approvals. Simpson Thacher & Bartlett LLP and DLA Piper served as legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP served as financing counsel, and UBS served as financial advisor to Stonepeak.

In addition to the announcement today, an announcement in respect of a mandatory tender offer (“MTO”) to the public shareholders of Castrol India Limited, in accordance with the Indian takeover code was published by UBS Securities India Private Limited as manager in respect of the MTO. The MTO will be proceeded with only upon completion of the Castrol transaction. The relevant details have been included in the Public Announcement on the Securities and Exchange Board of India website. Khaitan & Co served as legal counsel from an Indian law perspective.

About Stonepeak

Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $80 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, with a focus on downside protection and strong risk-adjusted returns. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support, and committed partnership to grow investments in its target sectors, which include digital infrastructure, energy and energy transition, transport and logistics, and real estate. Stonepeak is headquartered in New York with offices in Houston, Washington, D.C., London, Hong Kong, Seoul, Singapore, Sydney, Tokyo, Abu Dhabi, and Riyadh. For more information, please visit www.stonepeak.com.

About Castrol

Castrol, one of the world’s leading lubricant brands, has a proud heritage of innovation and fuelling the dreams of pioneers. Our passion for performance, combined with a philosophy of working in partnership, has enabled Castrol to develop lubricants and greases that have been at the heart of numerous technological feats on land, air, sea, and space for over 125 years.

Castrol is part of the bp group and serves customers and consumers in the automotive, marine, industrial and energy sectors. Our branded products are recognized globally for innovation and high performance through our commitment to premium quality and cutting-edge technology. For more information, please visit: www.castrol.com

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For Stonepeak:

Kate Beers / Maya Brounstein

corporatecomms@stonepeak.com

+1 (646) 540-5225

Source: Stonepeak