Oando Plc has notified The Nigerian Stock Exchange that it has entered into a definitive agreement with HV Investments II B.V., (“HVI”), a joint venture owned by a fund advised by Helios Investment Partners (“Helios”) and The Vitol Group (“Vitol”), to acquire 51% of the voting rights and 60% of the economic rights in Oando’s downstream businesses (“Oando Downstream”), for circa US$276 million, conditional upon the receipt of regulatory approvals and subject to customary purchase price adjustments, including working capital (the “Acquisition”).
The Oando downstream businesses primarily consist of:
• Oando Marketing Plc
• Oando Supply & Trading Limited
• Oando Trading Limited (Bermuda)
• Apapa SPM Limited
• Ebony Oil & Gas Limited
Pursuant to the Acquisition, a Special Purpose Vehicle will hold 100% of the economic interests and 49% of the voting rights of Oando Downstream. The total consideration of US$461.3 million will be funded by a US$276.8 million cash contribution from HVI and US$184.5 million in preference shares issued to Oando Plc, subject to customary purchase price adjustments, including working capital and long-term debt. At closing, HVI will own 60% of the special purpose vehicle, while Oando Plc will hold a 40% stake.