The Commerce Commission has granted clearance to Australian fuels company Ampol to acquire NZX-listed Z Energy.
The offer values Z Energy at $2 billion.
Clearance is subject to an undertaking from Ampol to sell Gull, the country's third-biggest fuels company.
Earlier this week, Ampol said it would sell Gull to Australian investment firm Allegro for $572 million.
"The commission is satisfied that, if Ampol sells Gull, the acquisition will not have or be likely to have the effect of substantially lessening competition in any relevant market in New Zealand," commission chair Anna Rawlings said in a statement.