Viva Energy Group Limited (ASX:VEA) entered into a binding agreement to acquire Fuel and Convenience Retailing Business from Coles Group Limited (ASX:COL) for AUD 300 million on September 21, 2022. The consideration of AUD 300 million is expected to be funded through a combination of working capital benefits and cash reserves, and available debt facilities. The transaction will see Viva Energy own and operate the 710 Coles Express sites currently operated by Coles. Coles Express operations and store support centre teams will transfer to Viva Energy following completion of the sale, and Coles will continue to partner with Viva Energy in relation to product supply arrangements enabling customers to benefit from continued access to Coles Own Brand product range. Approximately 6,000 Coles Express team members and support centre staff associated with the Coles Express business will be offered roles with the Viva Energy Retail business on terms and conditions no less favorable (on an overall basis). The land occupied by Coles Express at the sites where Coles Express is the subtenant of Viva Energy (approximately 664 sites) will revert to Viva Energy, and Viva Energy will acquire tenure of the remaining Alliance sites where Viva Energy does not currently hold an interest (approximately 46 sites). The convenience stores will continue to trade under the Coles Express brand on a transitional basis, but over time will carry a new store brand to reflect Viva Energy’s convenience offer. Coles Express will be transitioned and operated as an independent business unit within the Viva Energy Group. In FY22 the Coles Express business reported sales of AUD 1,132 million, EBIT of AUD 42 million and imputed lease interest of AUD 38 million. In addition, Coles Express accounted for AUD 816 million of the lease liabilities on Coles’ 2022 full year balance sheet. The transaction is subject to customary closing conditions including Viva Energy obtaining Australian Competition and Consumer Commission and Foreign Investment Review Board approval. As of November 24, 2022, Australia' ACCC approved the transaction. The completion is expected to occur in the second half of Coles Group's FY23. As of January 27, 2023, the transaction was approved by the Foreign Investment Review Board while completion of the transaction remains subject to closing conditions with Coles Group (COL) and is anticipated to occur in the second quarter of 2023. As of April 28, 2023, the transaction is expected to complete by the end of May 2023.

David Clee, Marcus Berghouse, Dave Poddar and Nicole Backhouse of Clifford Chance acted as legal advisor to Viva Energy Group Limited (ASX:VEA). Jonathan Farrer, Phil Catania, Mark McCowan, Ian Reynolds, Steven Rice, Justin Fox, Nathaniel Popelianski, Alex Peace, Rosie Syme, Louise Camenzuli, Paul Burns, Rhys Jewell and Jennee Chan of Corrs Chambers Westgarth acted as legal advisors for Coles Group Limited.