Wellington-based infrastructure investor Infratil and the New Zealand Superannuation Fund are in exclusive talks to buy some of Shell's assets.
The consortium says it has submitted a conditional proposal to Shell to buy Shell's so-called "downstream assets" and is in the final phase of due diligence.
The proposed deal includes a stake in the New Zealand Refining Company, holdings in Fly Buys, Shell's supply and distribution infrastructure and its 229 petrol stations.
Shell New Zealand is owned by Royal Dutch Shell and began reviewing its New Zealand assets earlier this year.
A Shell spokesperson says the company hopes to finalise discussions within a month, but cautions a sale is not guaranteed.
The proposal does not include Shell's shareholding in Fulton Hogan nor its upstream activities.
Analysts say the purchase makes sense as a long-term strategic investment for the consortium.
Automobile Association motoring affairs general manager Mike Noon does not think there would be any reduction in petrol prices as a result of the sale.
The Campaign Against Foreign Control of Aotearoa says it does not have great enthusiasm for the bid.
Spokesperson Murray Horton says he can see positives in the Super Fund becoming involved with an essential part of infrastructure.
But he is sceptical about Infratil's involvement, saying in time its foreign shareholders may want to sell the assets.
The head of research at McDouall Stuart, John Kidd, told Checkpoint a number of the bigger companies internationally are re-assessing their assets and looking for exit options.
He says the refinery is not a bad business.