A&O Shearman advises ADNOC Distribution on USD1 billion acquisition of Shell South Africa assets
A&O Shearman is advising ADNOC Distribution (ADD) on its landmark acquisition of Shell’s downstream business in South Africa, in a transaction valued at approximately USD 1 billion (prior to adjustment for net debt and working capital). The deal includes approximately 580 service stations and associated infrastructure, as well as wholesale fuel, aviation and lubricants operations, marking a major strategic expansion for ADD into one of Africa’s most dynamic sectors. The transaction is expected to close in 2027, subject to customary regulatory approvals, other conditions precedent and closing conditions.
This acquisition represents a significant milestone in ADD’s international growth strategy. Shell’s exit after more than a century underscores the shifting dynamics in global energy markets, while ADD’s entry signals confidence in South Africa as a high-potential, well-regulated retail sector. The deal is expected to deliver a 6% boost to ADD’s earnings per share in the first full year after completion, reinforcing ADD’s commitment to sustainable value creation for its shareholders.
“This transaction underscores the significance of cross-border energy investment by national energy companies in shaping the future of downstream markets,” said Oliver Bacon, partner at A&O Shearman. “Our role in navigating the regulatory and commercial complexities of this acquisition reflects our ability to deliver solutions for clients on their most strategic international deals.”
The A&O Shearman team advising on the transaction is led by M&A partner Oliver Bacon and antitrust partner Matthew Readings, supported by senior associates Tom Betts and Olivia Hardy, associates Jake Manton, Richard Quarshie and Caspar Roijers, and trainee solicitors Taimur Nsugbe, Zaamia Arif and Charlotte Rushton in the M&A team, and by senior associates Laura Harvey and Gabriella Griggs and associates Suzanne Norman and Nicolas Tselikas Bouzeau in the antitrust team.
