Aramco closes acquisition of 22.5% of Petro Rabigh

In a statement on Tadawul, Aramco said it financed the transaction from its own cash, completing the deal after satisfying all conditions precedent and securing the necessary regulatory approvals.

Following the acquisition, Aramco’s ownership in Petro Rabigh’s Class A shares increased to around 60%, while Sumitomo’s stake now stands at 15%.

Aramco confirmed that the ownership of the remaining 25% of Petro Rabigh’s Class A shares held by other shareholders remains unchanged.

Aramco said it paid SAR 2.63 billion in cash—or SAR 7 per share—to acquire the 22.5% stake from Sumitomo.

The deal is part of a broader set of measures jointly undertaken by Aramco and Sumitomo to strengthen Petro Rabigh’s financial position and support its strategic transformation.

As part of the said measures, Aramco and Sumitomo had waived the then-existing revolving shareholder loans totaling $1.5 billion (SAR 5.63 billion) in August 2024 and January 2025.

Aramco and Sumitomo also plan a joint capital injection of SAR 5.26 billion—split equally—through the subscription of new Class B ordinary shares as part of Petro Rabigh’s announced capital increase on Aug. 31, 2025.

Aramco, Sumitomo, and Petro Rabigh have also terminated a side agreement dated April 10, 2006, under which Aramco and Sumitomo reimbursed Petro Rabigh for Zakat and tax payments on their behalf. Effective upon completion of the transaction, both parties will cease providing such reimbursements, in line with Petro Rabigh’s shareholder circular published on Sept. 8, 2025.

As part of the transaction, Sumitomo and its affiliates will transfer their rights to market Petro Rabigh’s products to Aramco and its subsidiaries, further consolidating Petro Rabigh’s marketing rights under Aramco, as outlined in Petro Rabigh’s shareholder circular dated Sept. 8, 2025, and its announcement on Oct. 8, 2025.

Strategic Objectives

The deal aims to strengthen Aramco’s refining, chemicals, and marketing value chain and secure crude processing at affiliated refineries while increasing conversion of hydrocarbons into high-value products.

It will also enhance Petro Rabigh’s financial position and support execution of its long-term strategy.

Impact on Petro Rabigh’s Governance:

Petro Rabigh will remain a Saudi joint stock company listed on Tadawul.

The company will continue to operate under its regulatory framework and maintain high governance standards.

The board will continue representing all shareholders and acting in their best interest.

In line with transaction requirements, Petro Rabigh amended its Articles of Association during the extraordinary general meeting on Sept. 30, 2025.

The company plans to issue new Class B ordinary shares, a distinct share class, as announced on Sept. 8, 2025. Proceeds of SAR 5.26 billion will be used to partially repay certain facilities and reduce debt levels.

The transaction aligns with Aramco’s broader expansion in refining, chemicals, and marketing, and supports Petro Rabigh’s future growth plans.

Petro Rabigh’s employee policies are not expected to change.

Financial Impact:

Aside from the details mentioned above, the share purchase is a cash transaction with no direct financial impact on Petro Rabigh, as the company is not a party to the deal.

Aramco added that there are no related parties involved and that the shareholding changes are unlikely to affect Petro Rabigh’s operations, other than the points outlined and detailed in the shareholder circular dated Sept. 8, 2025.

On Oct. 8, the Saudi Exchange (Tadawul) witnessed a negotiated deal on about 375.97 million shares of Petro Rabigh, valued at SAR 2.63 billion. The transaction represented roughly 22.49% of the company’s total 1.67 billion shares.

In August 2024, Aramco signed a binding agreement to acquire an additional 22.5% stake in Petro Rabigh) from Sumitomo for $702 million (SAR 2.63 billion), at SAR 7 per share.