ADNOC L&S Completes Acquisition of Majority Stake in Navig8

The Abu Dhabi-headquartered ADNOC Logistics and Services, a global energy maritime logistics company, on Wednesday announced the completion of its acquisition of an 80% stake in Navig8 TopCo Holdings Inc. (Navig8) for $1.04 billion, with a contractual commitment to acquire the remaining 20% in mid-2027.

Established in 2007 and operating in 16 hubs across four continents, the Singapore-headquartered Navig8 is an international shipping pool operator and commercial management company with a modern owned fleet of 32 tankers and a presence in 15 cities across five continents.

The deal was announced on 3 June 2024 and the current operations with be maintained under the existing Navig8 brand to ensure continued strength in business performance, while leveraging the complementary benefits of the ADNOC L&S partnership.

As owner, operator and active charterer, Navig8 offers industry-leading access to information from across the globe. The Group also holds investments in technical management companies, a marine fuels provider operating in over a thousand ports worldwide, and other enterprises serving the marine sector.

This acquisition is a key milestone in ADNOC L&S’ transformational growth strategy and further strengthens the Company’s position as a leading global energy maritime logistics company, ADNOC L&S said in a regulatory filing with Abu Dhabi Securities Exchange (ADX) this morning.

Following its successful integration of Zakher Marine International (ZMI) in 2022, this latest move is another important step in the company’s strategy of continued global expansion, unlocking new value for its customers and shareholders, and opening up new opportunities for commercial growth and expansion into new markets.

Part of Growth Strategy

ADNOC L&S CEO Capt. Abdulkareem Al Masabi said that the completion of this acquisition is a significant milestone in the company’s transformational growth strategy. By integrating Navig8’s extensive fleet and global presence, the company can enhance its service offerings, generating substantial value for customers and shareholders.

“This strategic acquisition unlocks new opportunities for commercial growth and expansion into new markets, reinforcing our position as a leading global energy maritime logistics company,” Al Masabi added.

The acquisition enables ADNOC L&S to expand its service portfolio by adding commercial pooling and bunkering services, internationalizing commercial reach and technical management, and extending ESG-focused industrial and digital solutions.

Navig8 CEO Nicolas Busch said that this acquisition highlighted the exceptional efforts of his company’s team over the past two decades, setting the stage for this next phase. Together, we aim to deliver even greater benefits to our customers, supporting ADNOC L&S’s growth and expanding Navig8’s presence in new markets, he added.

Financial Highlights

ADNOC L&S has acquired Navig8 with economic ownership effective from 1 January 2024 and will buy the remaining 20% ownership in mid-2027, for deferred consideration of between $335 million and $450 million, dependent on EBITDA delivery ad-interim, payable at that time.

This value-accretive acquisition is expected to boost ADNOC L&S’ earnings per share by at least 20% in 2025 compared to 2024. The deal will also unlock significant value of at least $20 million in synergies per annum from 2026.

Hybrid Capital Instrument

ADNOC L&S has informed ADX that it has signed a $1.1 billion to 2 billion Hybrid Capital Instrument (HCI). Initial drawing against the HCI will be $1.1 billion, leaving $0.9 billion capacity available to be drawn until 31 December 2026.

Approximately $1 billion of the HCI will be utilised to fund the acquisition of Navig8 and the remainder will be available to fund announced or new value-accretive investments.