The Independent Consumer and Competition Commission (“ICCC”) wishes to inform the general public and relevant industry stakeholders that it has commenced public consultation on an Application for Clearance submitted by Allens on behalf of Bain Capital Investors, LLC (“Bain Capital” or the “Applicant”) for the proposed acquisition of a 51 percent (%) interest in Everllence SE (“Everllence”) from Volkswagen Aktiengesellschaft (“Volkswagen”) (the “Proposed Acquisition”).

The Proposed Acquisition will be implemented through Nikolaus (BC) Bidco GmbH (“Nikolaus Bidco”), a special-purpose vehicle/ company ultimately controlled by Bain Capital. Under the Proposed Acquisition, Nikolaus Bidco will acquire 51% of the shares and voting rights in Everllence from Volkswagen, while Volkswagen will retain the remaining 49%.

Bain Capital is a private investment firm with its registered office in Boston, United States of America (“USA”). It invests in companies operating across various industries and geographic regions, including information technology, healthcare, retail and consumer products, communications, financial services and industrial and manufacturing activities.

Everllence is a company registered and headquartered in Augsburg, Germany, and is currently wholly owned by Volkswagen.  Everllence operates globally as an engineering company specializing in propulsion and energy solutions for maritime, energy, and industrial applications. It develops and manufactures engines, turbomachinery, and propulsion systems. It also provides lifecycle services, including spare parts, maintenance, repairs, technical support, upgrades and performance optimization through its global service network.  Everllence does not have a local company, staff, agents or other operational presence in PNG. However, through its PrimeServ lifecycle-services business, it supplies aftermarket support services to selected customers in PNG.

Following completion of the Proposed Acquisition, Everllence will change from being wholly owned and solely controlled by Volkswagen to being jointly controlled by Bain Capital and Volkswagen. Bain Capital, through Nikolaus Bidco, will hold a majority interest of 51% while Volkswagen will retain the remaining 49% interest. Everllence will continue to operate as a separate business under the new ownership structure.

After reviewing the Application, the information provided by the Applicant and the circumstances outlined above, the ICCC notes that the Proposed Acquisition is a foreign-to-foreign transaction involving parties principally based outside PNG. Based on information provided, Bain Capital does not have business operations in PNG, while Everllence has only a limited presence through the supply of aftermarket support services to selected customers in PNG.

Based on the above considerations, the ICCC’s preliminary view is that the Proposed Acquisition does not involve any material horizontal overlap or vertical or conglomerate relationship between the parties in PNG. Therefore, the Proposed Acquisition is unlikely to raise any significant competition concerns in any market in PNG. However, this preliminary view is not the ICCC’s final decision and remains subject to its further assessment of the Application and any new information received through the public consultation process.

Despite its preliminary view, the ICCC invites interested stakeholders and members of the public to provide comment/or views on whether the Proposed Acquisition is likely to result in a substantial lessening of competition in any relevant market in PNG. In particular, the ICCC seeks views on whether Bain Capital or any of its controlled portfolio companies supplies goods or services in PNG that compete with, complement, supply inputs to, or purchase goods or services from Everllence, and whether the Proposed Acquisition is likely to affect prices, service quality, customer choice, market entry, access to aftermarket services or otherwise raise competition concerns in any markets in PNG.

All comments and submissions should be addressed to Mr. Roy Daggy, Commissioner and Chief Executive Officer, at the address provided below and must reach the ICCC by or before Tuesday, 11^th August 2026.  

All submissions received by the ICCC will be treated as public information unless the person making the submission expressly requests confidentiality and provides reasons supporting the request. All confidentiality requests will be assessed in accordance with section 131 of the ICCC Act.

The non-confidential version of the Clearance Application can be accessed and downloaded from the ICCC website: www.iccc.gov.pg.

All queries relating to this matter should be directed to Mr. Steven Sugl, Executive Manager – Competition Law Enforcement Division, on telephone 312 4600 or e-mail to: ssugl@iccc.gov.pg.