AGL bids to fully acquire and delist Egytrans Nosco

French logistics group Africa Global Logistics (AGL) submitted an indicative non-binding offer to acquire up to 100% of EGX-listed Egytrans Nosco — with a floor of 75%, according to a bourse disclosure (pdf). At a provisional range of EGP 11.25-12.25 per share, the high end of the offer would value the company at EGP 2.76 bn, by our math. The plan includes taking Egytrans Nosco off the EGX, with AGL pledging to keep key execs on for at least four years after the mandatory tender offer (MTO).

Here’s what the transaction hinges on: AGL needs Egytrans Nosco’s shareholders to sign off on the move before it can file for approval from the Financial Regulatory Authority (FRA) to launch an MTO. The company will also run a full due diligence sweep on Egytrans Nosco and will need to clear regulators in three jurisdictions — Egypt’s Competition Authority, the Comesa Competition and Consumer Commission, and Saudi Arabia’s General Authority for Competition.

Who sits at the cap table: Nosco-related parties hold 29.8% of the company, the National Investment Bank holds 18.3%, the Leheta family holds 8.7%, and the remaining 43.2% sits in freefloat. This means AGL’s 75% minimum execution threshold can’t be hit through freefloat tenders alone — it needs more than one of the three concentrated blocks to come along.

The premium: The upper end of the price range represents an 18.4% premium to Egytrans Nosco’s Monday close of EGP 10.35, its last price before AGL’s intentions were made public.

AGL is prepared to pay in foreign currency: AGL says it already has the liquidity on hand to fund the transaction, with a proof-of-funds letter ready to be submitted to the FRA as required. The company also reserved the option to settle the offer in USD or EUR rather than EGP, subject to approvals from the FRA and the Central Bank of Egypt.

Market Reax- Egytrans Nosco’s shares closed up 3.38% at 10.70 apiece yesterday on the news.

What’s up for grabs

About Egytrans Nosco: The integrated transport and project logistics operator was created last year through a reverse merger — the first of its kind on the EGX — between listed Egytrans (70.2% of shares) and Nosco (29.8%). The company’s core business — logistics services — has been growing roughly 50% per year, with the combined entity now managing some 72k sqm of storage capacity, CEO Abir Leheta told us back in December.

A strong 1Q on paper, but mind the distortion: Egytrans Nosco’s 1Q bottom line grew roughly 21.2x y-o-y to EGP 70.4 mn, while its operating revenue climbed 30.75% to EGP 369.1 mn, according to its latest consolidated results (pdf). The jump was driven by a swing in its financing income, which outgrew the entire operating business. However, Leheta recently told us that the results will be distorted by the merger process — there are projects sitting under Nosco’s books which are not yet reflected in Egytrans’ standalone performance pre-consolidation.

The corporate umbrella: Egytrans Nosco operates through a set of affiliates like Nosco, Egytrans Logistics Solutions, Egytrans Warehousing Solutions, Egytrans Depot Solutions, Wilhelmsen Port Services, Nafith Egypt, and Egytrans Arabia — some of which it inherited through the merger.

REMEMBER- The company entered Saudi Arabia in 2023 through a joint logistics venture with Links Investments and spent the past year digitalizing port logistics through two major truck-management concessions — a Nafith International partnership worth EGP 1 bn-plus at Ain Sokhna and an earlier EGP 250 mn project at West Port Said. These moves positioned the company squarely on the trucking bottleneck that absorbs over 90% of Egypt’s internal freight movement.