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ADNOC Distribution has entered a definitive agreement to acquire 100% of Shell Downstream South Africa (SDSA) from Shell South Africa Holdings, in a transaction that values the business at an implied enterprise value of approximately $1 billion before adjustments for net debt and working capital. Completion is expected in 2027, subject to regulatory approvals and other conditions.
Following completion, ADNOC Distribution plans to sell a 28% stake in SDSA to a local empowerment partner and Employee Stock Option Plan (ESOP). It will also enter into a long-term brand licensing agreement, allowing SDSA to continue operating under the Shell brand across its retail service stations and lubricants businesses in South Africa.
SDSA operates 580 company-and dealer-owned mobility and convenience sites, alongside lubricants, commercial fuels, aviation and marine businesses. In 2025, the business recorded fuel volumes of approximately 3.5 billion litres and operated 360 convenience stores.
ADNOC Distribution CEO Eng. Bader Saeed Al Lamki said the acquisition supports the company’s international growth strategy and reflects confidence in South Africa’s fuel retail market.
ADNOC Distribution expects the transaction to increase earnings per share by 6% in the first full year after completion and generate an internal rate of return above its investment hurdle rate.
The acquisition would strengthen ADNOC Distribution’s presence in Africa and mark its fourth operating country. It follows the company’s 2023 acquisition of a 50% stake in TotalEnergies Marketing Egypt and its 2018 entry into Saudi Arabia’s retail fuel market. .
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SOURCE | ADNOC