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Merger and Acquisition

United Kingdom Ordered Meta, Formerly Facebook, to Sell Giphy

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The United Kingdom’s Competition and Markets Authority (CMA) has instructed Meta – formerly known as Facebook – to sell Giphy, the American search engine that allows users search for and share short looping videos which are without sound, that are similar to animated GIF files.

The CMA stated that the merger deal could possibly be harmful to social media users and advertisers in the UK. It also found that the deal would further boost Meta’s already strong market power, as it would limit other platforms’ ability to use Giphy GIFs, which will, in turn, drive more traffic to sites owned by Facebook (WhatsApp, Instagram and Facebook).

According to the CMA, Meta’s sites dominated social media usage time up to around 73 percent, and could eventually outperform social media rivals like TikTok, Twitter and Snapchat by leveraging Giphy. The Authority then added that before the merger, Giphy had launched ”innovative advertising services” which brands like Dunkin’ Donuts and Pepsi which it could possibly have brought to the United Kingdom.

The CMA also stated that at the time the merger was made, Giphy’s advertising services were terminated by Facebook. That move removed a vital part of potential opposition in the market. The CMA was concerned by this move, calling it particularly concerning considering that Facebook is in control of about half of the £7 billion display advertising market in the UK.

Facebook had acquired Giphy for a reported fee of $400 million, with an aim of integrating the service into Instagram. After a month, the CMA started an investigation into the merger and decided in August that Facebook could hinder social media rivals such as TikTok and Snapchat from tapping into Giphy’s GIFs.

Meta had initially stated that the CMA did not have jurisdiction because Giphy was not operational in the United Kingdom, adding later that Giphy’s paid services were not display advertising by the definition of the CMA.

In October, Meta was fined $70 million by the CMA for breaking some rules related to the deal by failing to report necessary information and changing its chief compliance officer on two different occasions without receiving permission.

Merger and Acquisition

Aradel Energy Seals $16M Acquisition of Olo and Olo West Marginal Fields

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Aradel Holdings Plc, an indigenous energy company, has announced the successful acquisition of a 100 percent interest in the Olo and Olo West marginal fields, located in the Eastern Niger Delta, through its subsidiary, Aradel Energy Limited.

The deal, which was completed in collaboration with TotalEnergies EP Nigeria and the Nigerian National Petroleum Company Limited (NNPC), is valued at $16 million, with an additional $3.5 million in deferred and conditional payments.

The Olo and Olo West Fields were formerly part of Oil Mining Lease (OML) 58, and the acquisition marks a significant milestone in Aradel’s strategic plan for growth in Nigeria’s oil and gas sector.

The deal is a major step towards enhancing energy security and bolstering Aradel’s commitment to providing sustainable energy solutions that drive economic development.

In a statement on Thursday, Aradel confirmed that the necessary regulatory processes are underway for the issuance of the Petroleum Mining Lease (for Olo) and the Petroleum Prospecting License (for Olo West).

This will follow the payment of relevant ministerial consent fees and the completion of the field development plans within designated timelines.

Aradel’s Chief Executive Officer and Managing Director, Adegbite Falade, expressed enthusiasm over the acquisition, emphasizing its importance in advancing the company’s vision of promoting energy security in Nigeria.

“The addition of Olo and Olo West marginal fields to Aradel’s portfolio is a significant inorganic growth milestone in furtherance of our long-term strategy to provide sustainable energy solutions that support economic growth,” Falade said.

Falade also praised the collaboration between the Ministers of Petroleum Resources and the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) for their support throughout the acquisition process.

He acknowledged the role of NNPC and TotalEnergies in facilitating the deal, highlighting their commitment to boosting Nigeria’s oil and gas production from marginal fields.

Marginal fields are oil or gas fields that have been discovered but left unattended for a decade or more.

Their development is seen as a crucial opportunity for indigenous companies like Aradel to step in and maximize Nigeria’s untapped energy resources.

Olo and Olo West, located 80 kilometers northwest of Port Harcourt, hold considerable potential for increasing Nigeria’s oil output.

Falade noted that the acquisition aligns with Aradel’s ambition to pursue both organic and inorganic growth in the energy sector.

He reiterated that Aradel is dedicated to expanding its footprint in Nigeria’s energy industry, and this transaction reflects the company’s ongoing efforts to achieve that goal.

The acquisition is particularly significant in light of Nigeria’s ongoing push for self-sufficiency in energy production.

The government has encouraged private sector investments in marginal fields as part of its broader efforts to increase the country’s oil and gas output, reduce reliance on imports, and create job opportunities for Nigerians.

Aradel’s acquisition of the Olo and Olo West fields underscores the company’s resolve to be a key player in the country’s energy future.

As the fields move towards development and production, Aradel will be playing a critical role in advancing Nigeria’s energy sector and contributing to the nation’s overall economic stability.

The energy firm has built a reputation for its innovative and responsible approach to energy production, and the Olo and Olo West acquisition is expected to further cement Aradel’s standing in the industry.

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Merger and Acquisition

Thomas Etuh and Theophilus Danjuma Acquire Notore Chemicals, Pledge Industry Transformation

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Thomas Etuh, founder of Tak Agro, and Theophilus Danjuma’s TY Holdings have successfully acquired Notore Chemical Industries Plc for $150 million.

The acquisition, which includes 60 percent ownership and management control, is expected to revitalise Notore’s operations and boost Nigeria’s agricultural sector.

The deal, structured as a special placement by Kwararafa Africa Limited, follows a competitive bid process that concluded with Etuh and Danjuma taking the reins of Notore Chemicals, which is based in Onne, Rivers State.

Notore, known for producing urea, NPK, and ammonia, has been struggling financially, reporting a group loss after tax of N34.6 billion in the first quarter of 2024.

In an exclusive interview, Etuh expressed his optimism for Notore’s future under new management. “I am excited about Notore, which is a major source of raw material,” Etuh said. “Notore’s products are exportable, and the company has its own power plant and jetty. The potential we see is huge.”

Etuh highlighted that the acquisition would bring much-needed capital to overhaul Notore’s complicated process plant, with plans to commence production next year.

Currently, efforts are underway to secure gas to power turbines capable of generating 30 to 40 megawatts, some of which will be sold to local electricity distributors.

Once the plant is fully operational, the new management intends to expand production capacity over the next three to four years, including the construction of a second production train that could double output to two million tonnes of fertiliser annually.

Since the acquisition, significant management changes have been made. Seven non-executive directors and the group’s deputy managing director have resigned, making way for Etuh’s appointment as chairman and the inclusion of six new non-executive directors on the board.

Danjuma Etuh has been appointed as deputy managing director.

With this acquisition, the Etuh-Danjuma partnership aims to turn around the fortunes of Notore Chemicals and transform it into a leading force in Nigeria’s fertiliser sector.

As production ramps up, the investment is expected to not only generate profits for shareholders but also contribute to the country’s agricultural self-sufficiency by increasing the availability of fertiliser for local farmers and supporting the export market.

The acquisition of Notore Chemicals comes at a crucial time for Nigeria’s economy, where the agriculture sector plays a key role in diversification efforts.

The revitalisation of Notore is seen as a step toward ensuring a steady supply of fertiliser, which is essential for increasing crop yields and supporting food security initiatives.

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Merger and Acquisition

NUPRC Rejects Shell’s $1.3 Billion Sale to Renaissance Consortium

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The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has rejected Shell International Plc’s $1.3 billion bid to sell its onshore assets to the Renaissance Consortium.

This decision, which comes amidst ongoing legal battles and environmental concerns, marks a significant development in Nigeria’s oil and gas industry.

The proposed transaction, valued at $1.3 billion, involved the divestment of Shell Petroleum Development Company of Nigeria Limited’s (SPDC) onshore assets to Renaissance.

The consortium included prominent Nigerian companies such as ND Western Limited, Aradel Holdings Plc, the Petrolin Group, FIRST Exploration and Petroleum Development Company Limited, and Waltersmith Group.

Despite the significance of the deal, NUPRC’s rejection reportedly stems from concerns surrounding the technical and financial capabilities of Renaissance to manage the assets, in line with Nigeria’s Petroleum Industry Act (PIA).

The commission’s framework for such divestments requires thorough assessments of the buyer’s technological expertise, financial standing, environmental remediation plans, and adherence to host community relations.

Sources close to the matter suggest that NUPRC remains cautious about approving the sale without solid proof of Renaissance’s ability to efficiently operate the assets.

NUPRC’s CEO, Gbenga Komolafe, previously emphasized the importance of ensuring that companies acquiring such strategic assets have the necessary expertise and resources to continue production and handle decommissioning obligations effectively.

Legal complications have also clouded the deal. Global Gas and Refining Limited, a Nigerian firm, has raised objections to the sale and sought a court injunction to prevent its finalization.

The company has reportedly clashed with Shell over contractual responsibilities related to the assets, leading to delays and uncertainty over the divestment.

Further complicating matters, a coalition of 40 non-governmental organizations, including Amnesty International, has demanded a halt to the transaction until Shell addresses outstanding environmental damages linked to its decades of operations in Nigeria.

The environmental legacy of oil exploration in the Niger Delta, characterized by widespread pollution and environmental degradation, has long been a sore point in Nigeria’s energy sector, sparking local and international scrutiny.

Shell, in its defense, has stated that the $1.3 billion deal does not represent a direct sale of the onshore assets but rather a transfer of shares. The oil giant maintains that it has complied with all regulatory and legal requirements necessary for the divestment.

Despite these assurances, the NUPRC’s rejection has temporarily halted the transaction. Industry insiders have suggested that while the regulatory body may be open to revisiting the deal, Renaissance must first prove its competence to manage the assets, and any unresolved legal disputes must be addressed before moving forward.

In the meantime, the administration of President Bola Tinubu has expressed interest in ensuring that the sale is successfully concluded.

Sources indicate that the presidency is keen on closing the deal, given the economic and political implications of a successful divestment by one of the world’s largest oil companies.

The Shell-Renaissance deal was initially valued at $2.4 billion earlier this year but has since dropped to $1.3 billion due to various factors, including the challenging economic climate and delays in regulatory approval.

The rejection by NUPRC signals the complex nature of oil and gas transactions in Nigeria, where environmental, legal, and financial considerations play pivotal roles in determining the outcome.

The outcome of this ongoing saga will likely shape the future of Nigeria’s energy sector as it grapples with balancing the interests of international oil companies, domestic investors, and the need for sustainable environmental practices.

The oil-rich Niger Delta remains a focal point of Nigeria’s economy, and decisions on asset ownership carry weighty implications for the country’s development and its relationship with the global energy market.

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