Public Joint Stock Company "Ukrnafta" has signed an agreement with Shell to acquire 51% of LLC "Alliance Holding" - the operator of the Shell gas station network in Ukraine, the company reported on its website on Tuesday.
"In the coming days, "Ukrnafta", which has been designated as the winner of the competitive process, along with Shell will apply to the Antimonopoly Committee for permission for concentration, which is a mandatory condition for completing the agreement," the press release states.
Once this permission is obtained, "Ukrnafta" will be able to fully finalize the deal and acquire all rights and obligations of the shareholder.
The valuation of the deal and assets was conducted by the investment banking advisor Rothschild&Co, while the legal aspects are being handled by the law firm Sayenko Kharenko, and the auditor is KPMG.
The value of the transaction has not been disclosed in the press release.
"The Naftogaz group has not only adapted to the conditions of war but is also becoming stronger. We maintain flexibility and are not afraid to make decisions that allow the state to earn. The profit generated by "Alliance Holding" will go into the state budget as dividends," noted NAK head Alexey Chernyshev.
According to "Ukrnafta," the rebranding of all Shell gas stations will be carried out within a year. The terms of existing B2B contracts will be fully honored. The company's personnel will also be retained – 1550 employees working at the gas stations and the head office.
"The Supervisory Board of "Ukrnafta" approved the decision, as the acquisition of a business that has been led by a reputable international group for 15 years will provide the company with an expansion of its gas station network and market share, which aligns with the company's development strategy," emphasized "Ukrnafta" CEO Sergey Koretsky.
According to the press release, Shell ranks among the top 10 networks by sales volume in Ukraine, operating 118 active gas station complexes. The network is ranked 9th in fuel sales for the first nine months of 2024 and 7th in the number of gas stations, predominantly located in favorable areas with high traffic.
Of the 118 active Shell gas stations in 20 regions of Ukraine, 34 are located in the capital region, 11 in Odesa, 10 in Lviv, 32 in other regional centers, and 31 along highways.
As reported, the joint venture between Shell and the Russian group "Alliance" led by Musa Bajayev for managing the gas station network in Ukraine began operations in August 2007. Shell held a 51% stake in the joint venture, while "Alliance" owned 49%. The Alliance transferred approximately 150 gas stations to the joint venture, while Shell contributed cash, licenses, and branding.
In 2014, it became known that sanctioned Russian businessman Eduard Khudainatov acquired Bajayev's oil assets. In June 2022, he was sanctioned by the European Union, and in October 2022, by Ukraine.
The Ministry of Justice of Ukraine filed a lawsuit in October 2023 with the High Anti-Corruption Court of Ukraine to reclaim Khudainatov's assets for the benefit of the state.
As a result of court proceedings, 49% of "Alliance Holding" was reclaimed for the state. In April 2024, this stake was transferred to the State Property Fund (SPF) of Ukraine.
In November 2024, Overseas Investments, part of the Shell energy and petrochemical group, registered 51% of the charter capital of "Alliance Holding" in accordance with the decision of the Appeals Chamber of the High Anti-Corruption Court.
"Ukrnafta" is the largest oil production company in Ukraine and operates the national network of gas stations. In March 2024, the company took over the management of Glusco's assets and now operates 545 gas stations – 460 owned and 85 managed.
The company is implementing a comprehensive program for the revival of operations and the modernization of the gas station format within its network. Since February 2023, it has been issuing its own fuel vouchers and "NAFTA Card" cards, sold to legal entities and individuals through LLC "Ukrnafta-Postach".
The largest shareholder of "Ukrnafta" is NAK "Naftogaz of Ukraine" with a stake of 50%+1 share. In November 2022, the Supreme Commander-in-Chief of the Armed Forces of Ukraine decided to transfer the corporate rights of the company, previously owned by private owners, to the state, which is now managed by the Ministry of Defense.