Statement from the Competition Council regarding the economic concentration project concerning the acquisition by ‘Amber MSub LLC’, a wholly-owned subsidiary of ‘Amber Energy Inc.’, of 100% of the outstanding shares of ‘PDV Holding, Inc’ (PDVH)

In accordance with Article 13 of Law No. 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation, as amended and supplemented, the Competition Council makes available to the public the ‘summary of the operation’ below, containing the information provided by the parties.

This information was prepared by the notifying party, which is solely responsible. Inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.

The publication of this statement does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law No. 104-12 on freedom of prices and competition as amended and supplemented.

Names of the companies and groups concerned:

• The direct acquirer: ‘Amber MSub LLC’;
• The indirect acquirer: ‘Amber Energy Inc.’;
• The direct target: ‘PDV Holding, Inc.’.

Nature of the operation:

• Acquisition of exclusive control

Economic sectors concerned:

The oil and energy industry.

Deadline for interested third parties to submit their observations:

• 10 days from the date of publication of this statement, i.e. December 15, 2025.

NON-CONFIDENTIAL SUMMARY OF THE OPERATION PROVIDED BY THE PARTIES

The Competition Council received notification of a concentration project concerning the acquisition by Amber MSub LLC, a wholly-owned subsidiary of Amber Energy Inc. (the ‘Acquirer‘), an entity controlled by funds and/or investment vehicles managed by Elliott Investment Management L.P. (‘Elliott‘), of 100% of the outstanding shares of PDV Holding, Inc. (‘PDVH‘), the sole shareholder of CITGO Holding, Inc. (‘CITGO‘), which is itself the sole shareholder of CITGO Petroleum Corporation (‘CITGO Petroleum‘, and, with its subsidiaries, CITGO and PDVH, the ‘CITGO Group‘). As a result of the proposed operation, the funds and/or investment vehicles managed by Elliott will acquire exclusive control of the CITGO Group.

The Acquirer is a company based in the United States, registered with the Delaware Companies Register, with its registered office at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware, 19801. The Acquirer is an investment vehicle established for the purpose of the proposed operation.

Elliott is a company based in the United States, registered with the Delaware Companies Register, with its business address at 360 S. Rosemary Avenue, 18^th Floor, West Palm Beach, Florida 33401, United States.

Together with its affiliates, Elliott is one of the oldest continuously managed investment managers of its kind. Elliott employs a multi-strategy trading approach that encompasses a wide range of strategies, including, but not limited to: equity-oriented strategies, private equity and credit, stakes in distressed companies, non-restructured debt, hedging/arbitrage, real estate-related securities, commodity trading, and portfolio volatility protection.

PDV Holding, Inc. is a company based in the United States, registered with the Delaware Companies Register, with its registered office at 1209 Orange Street, Wilmington, New Castle, Delaware, 19801, United States.

PDVH is a non-operational holding company whose main activity is to hold and manage its stake in CITGO.

The CITGO Group is a refiner, marketer, transporter, and seller of motor fuels, lubricants, petrochemical products, and other industrial products based in the United States.

 

Done in Rabat on December 3, 2025