PJSC Ukrnafta has signed an agreement with Shell to buy 51% of Alliance Holding LLC, the operator of the Shell filling station network in Ukraine, the company’s website reported on Tuesday.
“In the coming days, Ukrnafta, which has been determined as the winner of the competitive process, together with Shell will apply to the Antimonopoly Committee for a merger clearance, which is a prerequisite for completing the deal,” the press release says.
Once the merger clearance is granted, Ukrnafta will be able to fully close the deal and acquire all rights and obligations of the shareholder.
The transaction and assets were valued by investment banking advisor Rothschild & Co, the legal side of the matter was handled by Sayenko Kharenko, and the auditor was KPMG.
The value of the deal was not disclosed in the press release.
“Naftogaz Group has not only adapted to the war conditions, but is also getting stronger. We remain flexible and are not afraid to make decisions that allow the state to earn money. The profits earned by Alliance Holding will go to the state budget in the form of dividends,” said Oleksiy Chernyshov, CEO of Naftogaz.
According to Ukrnafta, all Shell filling stations will be rebranded within a year. The terms of the existing B2B contracts will be fulfilled in full. The company’s staff will also be retained – 1,550 employees working at the filling stations and head office.
“Ukrnafta’s Supervisory Board approved the decision because the acquisition of the business, which has been led by a reputable international group for 15 years, will provide the company with an expansion of its filling station network and market share, which is in line with the company’s development strategy,” said Serhiy Koretsky, CEO of Ukrnafta.
According to the press release, Shell is among the top 10 networks in terms of sales in Ukraine, with 118 operating filling stations. The network is No. 9 in terms of fuel sales in the first nine months of 2024 and No. 7 in terms of the number of filling stations located mainly in favorable areas with heavy traffic.
As reported, a joint venture between Shell and Mussa Bazhaev’s Russian Alliance Group to manage a network of filling stations in Ukraine was launched in August 2007. Shell held a 51% stake in the joint venture, while Alliance held 49%. Alliance transferred about 150 filling stations to the joint venture, while Shell contributed cash, licenses and a brand.
In 2014, it became known that a sanctioned Russian businessman, Eduard Khudainatov, had bought out Bazhaev’s oil assets. In June 2022, he was sanctioned by the European Union, and in October 2022, he was sanctioned by Ukraine.
In October 2023, the Ministry of Justice of Ukraine filed a lawsuit with the High Anti-Corruption Court of Ukraine to recover Khudainatov’s assets for the state.
As a result of the proceedings, 49% of Alliance Holding was recovered by the state. In April 2024, this share was transferred to the State Property Fund (SPF) of Ukraine.
In November 2024, Overseas Investments, a member of the Shell group of energy and petrochemical companies, registered 51% in the authorized capital of Alliance Holding pursuant to the decision of the HACC Appeals Chamber.
“Ukrnafta is Ukraine’s largest oil producer and operator of a national network of gas stations. In March 2024, the company took over the management of Glusco’s assets and operates a total of 545 filling stations – 460 owned and 85 managed.
The company is implementing a comprehensive program to restore operations and update the format of its filling stations. Since February 2023, the company has been issuing its own fuel coupons and NAFTAKarta cards, which are sold to legal entities and individuals through Ukrnafta-Postach LLC.
Ukrnafta’s largest shareholder is Naftogaz of Ukraine with a 50%+1 share. In November 2022, the Supreme Commander-in-Chief of the Armed Forces of Ukraine decided to transfer to the state a share of corporate rights of the company owned by private owners, which is currently managed by the Ministry of Defense.
