Proposed Acquisition of Sole Control of VGP Holdings LLC by Aramco Overseas Company B.V.

The Notification concerns the indirect acquisition by Aramco Overseas Company B.V. (AOC, together with its controlled affiliates, the Acquiring Undertaking), a private limited liability company incorporated under the laws of The Netherlands, of 100% of the equity and sole control over one of the two business segments (the global products business, Global Products Business) of US-based company Valvoline, Inc. (Valvoline or the Seller). The Seller is undergoing a pre-closing reorganization so that the Global Products Business will be held by one holding company, VGP Holdings LLC (VGP, together with its controlled affiliates, Target Undertaking), a Delaware, US limited liability company which will be acquired by means of an equity purchase. AOC is a wholly owned subsidiary of Saudi Arabian Oil Company (Saudi Aramco), a joint stock company established by Royal Decree No. M/8 of the Kingdom of Saudi Arabia. Collectively, the Acquiring Undertaking, Saudi Aramco, and the Target Undertaking are referred to as the Parties. AOC is a company operating primarily in Europe, North America, Asia and Africa, providing its affiliates in the Saudi Aramco global group with a wide range of services, including finance support services, supply chain management, technical support services, and a variety of administrative support services. The Acquiring Undertaking is not active in Nigeria. Saudi Aramco is primarily engaged in prospecting, exploring, drilling, and extracting hydrocarbon substances and processing, manufacturing, refining, and marketing these substances. Saudi Aramco is primarily engaged in Nigeria in the marketing and selling of hydrocarbons and derivatives. Neither AOC nor Saudi Aramco directly or indirectly control any undertaking in Nigeria. The Target Undertaking consists of the Global Products Business of the Seller, which at closing will be held by VGP. The Global Products Business sells Valvoline and other branded and private label engine and automotive preventive maintenance products in more than 140 countries and territories to mass market and automotive parts retailers, installers, and commercial customers, including distributors and licensees, as well as original equipment manufacturers (OEMs). The Global Products Business operates across four primary regions that include North America, EMEA, Latin America and Asia Pacific. In Nigeria, the Target Undertaking supplies lubricants for automotive and industrial applications. The Target Undertaking does not control any undertakings in Nigeria. There are no horizontal overlaps between the activities of the Parties in Nigeria, nor were there any buy-sell relationships between the Parties in Nigeria during the preceding financial year]. Accordingly, the Parties respectfully submit that there are no Affected Markets for the purposes of this notification and the Proposed Transaction will not prevent or lessen competition in any plausible relevant market that may be found to exist in Nigeria. Saudi Aramco will benefit from the Target Undertakings robust manufacturing and distribution network, R&D capabilities, strong partnerships with major OEMs, and a 150-year legacy of global brand recognition. The acquisition will complement Saudi Aramcos branded lubricant products, optimize its global base oils production capabilities, and expand Saudi Aramcos R&D activities and partnerships with OEMs.