ADNOC Distribution has signed a definitive agreement to acquire 100% of Shell Downstream South Africa (SDSA) in a deal valued at about $1 billion, marking a major step in the company’s international expansion strategy.
The acquisition includes 580 company and dealer-owned fuel stations, as well as SDSA’s wholesale fuel, aviation and lubricants businesses. The transaction is expected to close in 2027, subject to regulatory approvals and other customary closing conditions.
Following completion, ADNOC Distribution plans to sell a 28% stake in SDSA to a local empowerment partner and an Employee Stock Option Plan (ESOP).
The company will also enter into a long-term licensing agreement to continue using the Shell brand for retail service stations and lubricants in South Africa.
ADNOC Distribution said the acquisition is expected to increase its earnings per share by around 6% in the first full year after completion and generate an internal rate of return above the company’s investment hurdle rate.
“The Proposed Acquisition marks a significant milestone in ADNOC Distribution’s international growth strategy and reflects our confidence in South Africa as a high-potential, well-regulated fuel retail sector,” CEO Bader Saeed Al Lamki said.
He added that the acquisition would accelerate the company’s international expansion, diversify its business and create long-term value for shareholders, partners, customers and local communities.
