Wilmar International Announces Strategic Acquisition of 13% Stake in AWL Agri Business Limited

Key Highlights of the Transaction

• Wilmar International Limited (Wilmar), via its wholly-owned subsidiary Lence Pte. Ltd. (Lence), has exercised its right to acquire 168,958,219 equity shares in AWL Agri Business Limited (formerly known as Adani Wilmar Limited), equivalent to 13% of AWL’s existing paid-up equity share capital.
• The acquisition is executed under a previously announced Share Purchase Agreement (SPA) with Adani Commodities LLP (ACL) and Adani Enterprises Limited.
• The purchase price is INR 275 per equity share, amounting to a total consideration of INR 46.5 billion (approximately US\$526.5 million).
• Following the acquisition, Lence’s total holding in AWL will increase from 43.94% to 56.94%, effectively making Wilmar the controlling shareholder.

Transaction Details and Structure

Prior to the transaction, AWL’s shareholding structure was as follows:

• ACL: 259,935,721 shares (20.00%)
• Lence: 571,019,435 shares (43.94%)
• Public Shareholders: 464,327,839 shares (35.73%)
• Non-Promoter Non-Public Shareholders: 4,395,610 shares (0.34%)

With the acquisition, Lence will hold a majority stake, increasing its influence over AWL’s operations and strategic direction.

Funding and Financial Impact

• The acquisition will be funded through a mix of internal resources and bank borrowings.
• Wilmar expects to recognize a significant gain on deemed disposal of an associated company of approximately US\$1.16 billion.
• This transaction will result in a corresponding increase in net assets of approximately US\$1.28 billion for Wilmar.
• Based on AWL’s unaudited financials as of 30 June 2025, the Wilmar Group will recognize negative net tangible assets attributable to AWL of approximately US\$0.42 billion.

Potential Market Impact and Shareholder Considerations

• Majority Ownership: The deal shifts majority control of AWL to Wilmar, which may lead to strategic changes, improved integration, and operational efficiencies.
• Significant Accounting Gains: The expected accounting gain of US\$1.16 billion and net asset increase of US\$1.28 billion are substantial and may positively impact Wilmar’s future financial statements and potentially its share price.
• Negative Net Tangible Assets: Investors should note the negative net tangible assets attributable to AWL, which could be a point of concern and warrants further analysis of AWL’s underlying financial health.
• Transaction Completion: The acquisition is expected to close in November 2025, which could be a catalyst for share price movement upon completion.
• No Director or Major Shareholder Conflict: None of Wilmar’s directors or controlling shareholders are interested in the transaction, implying a straightforward deal structure.

Conclusion

The acquisition of an additional 13% stake in AWL Agri Business Limited marks a significant strategic move for Wilmar International, solidifying its control over one of India’s leading agri-businesses. The transaction not only enhances Wilmar’s position in the market but is also expected to have a material financial impact. Investors should closely monitor developments around this acquisition, especially around the completion date and any subsequent operational or strategic changes within AWL.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence or consult a professional financial advisor before making investment decisions related to Wilmar International Limited or AWL Agri Business Limited.

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