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In a statement, the Superintendency of Industry and Commerce (SIC) said Terpel could only acquire ExxonMobil's lubricant business and not its chain of service stations.
For the operation to proceed, ExxonMobil must separate its lubricant division from its fuel segment and sell the latter to a transient buyer such as a fund, SIC said.
The fuel business must then be resold within nine months to a foreign or local company that has experience in the sector, with Terpel barred from the transaction, the government body said.
Last month, Terpel said it secured 1.73tn pesos (US$603mn) in financing from a group of local banks for the acquisition of assets held by ExxonMobil in Colombia, Peru and Ecuador.
ExxonMobil operates more than 700 service stations in Colombia under the Mobil and Esso brands.