RELEASE: NOTIFICATION OF A PROPOSED ACQUISITION OF OLAM AGRI HOLDING LIMITED BY SAUDI AGRICULTURAL AND LIVESTOCK INVESMENT COMPANY (SALIC)

COMMUNICATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE NOTIFICATION OF A PROPOSED ACQUISITION OF OLAM AGRI HOLDING LIMITED BY SAUDI AGRICULTURAL AND LIVESTOCK INVESMENT COMPANY (SALIC)

Purpose of the notification of the proposed acquisition

The ECOWAS Regional Competition Authority (ERCA) received a merger notification from Saudi Agricultural and Livestock Investment Company (SALIC), concerning the Acquisition for issued shares of Olam Agri Holdings including its controlled undertakings Olam Agri or the Target from Olam Agri Pte. Ltd. and Olam Holdings Pte. Ltd. (together, the Sellers) and sole control over Olam Agri. The proposed transaction constitutes sole control over Olam Agri through its majority stake in Olam Holdings Pte Ltd.

The transaction is therefore subject to notification to the ERCA under the provisions of Regulation C/REG.23/12/21. The SALIC will have issued share capital of Olam Agri Holdings for a sole control of Olam Agri as a merchant and processor of agricultural goods with activities throughout the entire value chain (including farming, origination, marketing, processing and distribution).

The notification of the transaction to ERCA, for the purpose of prior authorization, is in accordance with Article 2 (1) (a) of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS, the Enabling Rules PC/REX.1/01/24 on the threshold for mergers and acquisitions; and the thresholds for dominant and monopolistic positions. As the acquisition involves entities in ECOWAS member States, it is, therefore, subject to notification to ERCA under the provisions of Regulation C/REG.23/12/21.

Concerned parties

SALIC is a joint stock company incorporated in the Kingdom of Saudi Arabia (KSA), owned and controlled by the Public Investment Fund (PIF). It is an investment company with investments both in the KSA and internationally in companies active in the fields of agriculture and trading of food commodities. SALIC’s agri-business is focused on farming and procurement as well as importing commodities into the KSA.

According to the notification, SALIC does not operate directly in the Community market, its presence being solely through its stake in Olam Agri Holdings. However, it is active in other regions of the world, notably the Balkans and the Americas

SALIC as key player in the global agrifood investment landscape, focus on creating sustainable value through investments across agrifood value chain to improve access to essential foods, enhance stability, drive growth and responsible practices.

Olam Agri is incorporated and headquartered in Singapore and mainly operates as a merchant and processor of agricultural goods with activities throughout the entire value chain (including farming, origination, marketing, processing and distribution).

Olam Agri and its undertakings operates in the agricultural food chain within the Community through sourcing, trading, and processing of grains and oilseeds (such as wheat, maize, barley, rice, rye, flaxseed, sorghum, chickpeas, and soybeans) and edible oils (such as palm, rapeseed, soybean and sunflower oils), animal feed and protein (such as poultry and aqua feed). It also covers wheat milling (flour), pasta production and edible oil refining rice, as well as processing cotton, rubber, sugar and wood products.

Expected results of the acquisition

According to the parties, the proposed transaction will lead to a sole control of Olam Agri and its undertakings within the community market, which aligned with SALIC’s long-term investment strategy in the agri-food sector and also allows the Acquirer to take a more active role in Olam Agri’s governance and growth and more importantly also strengthen the Target’s position as a differentiated agri-business and support its transformation into a sustainable, fully integrated, and diversified food company.

Rights of third parties

Pursuant to Article 44 (2) (a) (iv) of the ECOWAS Regional Competition Authority’s Manual of Investigation and Notification Procedures, third parties are invited to submit their comments to ERCA within thirty (30) days of the publication of this communication.

Such comments shall be accompanied by any documentation capable of substantiating the facts and analyses and sent confidentially to the following address:

ECOWAS Regional Competition Authority

Bertil Harding, Bijilo, The Gambia

P.O Box 4470

Or electronically at the following email address: registry@erca-arcc.org.