CCI Approves Acquisition of 100% of Issued and Outstanding Share Capital and Sole Control of VGP Holdings LLC by Gateway Velocity Holding Corp.

The Competition Commission of India (CCI) approves the proposed acquisition of 100% of the issued and outstanding share capital and sole control of VGP Holdings LLC by Gateway Velocity Holding Corp.

Gateway Velocity Holding Corp. (Gateway) is a newly formed Delaware, U.S. corporation. It is a holding company and does not have any business activities in India or elsewhere. It is a wholly owned subsidiary of Aramco Overseas Company B.V. (AOC), which is a wholly owned subsidiary of Saudi Arabian Oil Company (Saudi Aramco). Saudi Aramco is primarily engaged in prospecting, exploring, drilling, and extracting hydrocarbon substances and processing, manufacturing, refining and marketing these substances. In India, it is primarily engaged in the marketing and selling of hydrocarbons and derivatives (including polyethylene, polypropylene, resins, lubricants and base oils).

VGP Holdings LLC (Target), a limited liability company incorporated under the laws of Delaware. Following a pre-closing reorganization, Valvoline Inc. (Seller), will transfer one of its two business segments i.e. Global Products Business, to the Target. The Global Products Business sells Valvoline and other branded and private label engine and automotive preventive maintenance products in several countries. The Target sells lubricants, coolants and AdBlue (diesel exhaust fluid) in India.

The CCI approved the Proposed Combination which relates to the acquisition of 100% of the issued and outstanding share capital and sole control of the Target by Saudi Aramco (through Gateway and AOC) from the Seller. (Proposed Combination) Detailed order of the CCI will follow.