ADNOC Distribution to Acquire Shell’s South African Downstream Business for $1 Billion

ADNOC Distribution has signed a definitive agreement to acquire 100% of Shell Downstream South Africa (SDSA) from Shell South Africa Holdings, in a transaction valued at an implied enterprise value of approximately $1 billion.

The proposed acquisition represents a major step in ADNOC Distribution’s international expansion strategy and is expected to close in 2027, subject to regulatory approvals and other customary closing conditions. Following completion, approximately 28% of SDSA is expected to be sold to a local empowerment partner and an employee stock option plan (ESOP).

As part of the transaction, ADNOC Distribution will enter into a long-term brand licensing agreement with Shell, allowing SDSA to continue operating its retail service stations and lubricants businesses under the Shell brand in South Africa.

Eng. Bader Saeed Al Lamki, Chief Executive Officer of ADNOC Distribution, said the transaction reflects the company’s confidence in South Africa’s attractive and well-regulated retail market. He described SDSA as a strong and well-established business whose values and growth ambitions align with those of ADNOC Distribution.

SDSA’s operations include 580 company- and dealer-owned mobility and convenience sites, along with businesses spanning lubricants, commercial fuels, aviation and marine. In 2025, the business recorded fuel volumes of approximately 3.5 billion litres and operated around 360 convenience stores.

ADNOC Distribution expects the acquisition to be value-accretive, with the transaction projected to increase earnings per share by approximately 6% in the first full year following completion.

Once completed, South Africa will become the fourth country in ADNOC Distribution’s international operations, further strengthening its global retail and downstream footprint. The company previously expanded internationally through the acquisition of a 50% stake in TotalEnergies Marketing Egypt in 2023 and the launch of retail fuel stations in Saudi Arabia in 2018.

BofA Securities acted as the sole financial adviser to ADNOC Distribution, while A&O Shearman and ENS served as legal advisers.

The detailed article is published by https://www.adnocdistribution.ae/en/ can be accessed from https://www.adnocdistribution.ae/en/media-folder/news-listing/2026/07/adnoc-distribution-enters-into-definitive-agreement-to-acquire-shell-downstream-south-africa