Viva Energy Group Limited (ASX:VEA) → OTR Group
completedViva Energy Group entered a binding agreement to acquire the OTR (On The Run) Group, South Australia's largest independent convenience and fuel retailer, from Peregrine Corporation for approximately A$1.15 billion, announced 5 April 2023. OTR operated a network of around 226 fuel/convenience and standalone stores (including 94 quick-service restaurant offerings such as Subway, Guzman y Gomez and Krispy Kreme) and generated more than A$3 billion in annual revenue. The transaction completed on 28 March 2024, with final consideration reported at approximately A$1.21 billion following completion adjustments, and was conditional on Viva Energy divesting 25 Coles Express sites in South Australia for competition reasons.
The acquisition was central to Viva Energy's strategy of building Australia's leading integrated convenience retail business, following its earlier purchase of Coles Express. It diversified earnings toward higher-margin, non-fuel convenience and food-service revenue — lifting the non-fuel share of Convenience & Mobility earnings from roughly 30% (post Coles Express) toward an expected ~50% — and was priced at a pro-forma FY2023 EBITDA multiple of around 7.0x post-synergies.
Peregrine Corporation, the founding family-owned operator of OTR, sold the business to crystallise value from decades of growth and hand the network to a larger, better-capitalised national operator with the scale to expand OTR's format beyond South Australia.
Viva Energy shares traded lower in the sessions following related announcements, consistent with market caution about integration risk from a large, complex acquisition; some analysts (including Macquarie) later flagged integration complexity across the combined Coles Express and OTR estates as an ongoing risk factor for the stock.
Analysts framed the deal as transformational for Viva Energy's Convenience & Mobility segment, materially diversifying earnings away from fuel margins, while also flagging integration risk given the concurrent scale-up from the Coles Express acquisition.
Deal mechanics
Clifford Chance (legal)
Gilbert + Tobin (legal, to Peregrine Corporation)
Funded through approximately A$1 billion of debt and working capital facilities plus an approximately A$150 million equity component (shares) issued to the Peregrine Corporation sellers as part of consideration.
~7.0x pro-forma FY2023 EBITDA (RC) post-synergies
Cleared subject to Viva Energy divesting 25 Coles Express sites in South Australia to address competition concerns.
Learn more
- Viva Energy to acquire OTR Group, transforming Viva Energy's Convenience and Mobility retail business
- G+T advises Peregrine Corporation on the sale of OTR Group to Viva Energy Group for A$1.15 billion
- Clifford Chance advises Viva Energy on AU$1.15 billion acquisition of OTR Group
- Viva Energy looks to buy SA's OTR Group for $1.15 billion - Business News Australia
- Viva Energy Group Limited completed the acquisition of OTR Group from Peregrine Corporation for AUD 1.21 billion - MarketScreener