14 October 2026
Aegis Logistics, an Indian oil, gas and chemical logistics company, has signed a definitive agreement to buy 89.8% of Dubai-based Tristar Holdings for USD 809 million (about AED 2.97 billion). The transaction values Tristar at an enterprise value of USD 1.5 billion (about AED 5.5 billion) and an equity value of USD 882 million, around 6 times its 2025 EBITDA. The stake is being sold by Agility Tristar Holdings Limited, Gulf Investment Corporation and Diamond Holdings. Aegis announced the agreement on 13 October 2026 and Tristar’s statement followed on 14 October. Completion is subject to competition and antitrust approvals and is expected between January and March 2027.
The deal at a glance
The figures below come from Tristar’s statement and the disclosure by Aegis Logistics. AED amounts are our conversion at the fixed rate of AED 3.6725 per US dollar.
| Item | Details |
|---|---|
| Buyer | Aegis Logistics International Pte Ltd, a Singapore subsidiary of Aegis Logistics |
| Stake | 89.8% of Tristar Holdings |
| Consideration | USD 809 million (about AED 2.97 billion), including contingent amounts and interest on deferred payments |
| Enterprise value | USD 1.5 billion (about AED 5.5 billion) |
| Equity value (100%) | USD 882 million (about AED 3.24 billion) |
| Multiple | About 6.0 times 2025 EBITDA |
| Sellers | Agility Tristar Holdings Limited, Gulf Investment Corporation, Diamond Holdings |
| Expected completion | Fourth quarter of the Aegis financial year 2026-27, January to March 2027 |
| Conditions | Competition and antitrust approvals, customary closing conditions |
Who is Tristar
Tristar was founded in Dubai in 1998 by Eugene Mayne, who remains its Founder and Group CEO. The group stores and transports petroleum products, chemicals, aviation fuel and LNG. Its services cover maritime logistics, road transport, fuel tank storage, fuel distribution and aviation fuelling in more than 30 countries across the Middle East, Africa, Asia, Europe, the Americas and the Pacific.
In 2025 Tristar generated consolidated revenue of USD 1.4 billion (about AED 5.14 billion), EBITDA of USD 257 million (about AED 944 million) and net profit of USD 82 million, according to Aegis. Tristar puts its asset portfolio at USD 1.7 billion for the same year. In its statement, Tristar names the entry of Agility as its largest shareholder in 2004 as a key driver of its growth. Tarek Sultan, Chairman of Agility Global PLC, said that over 23 years of Agility ownership Tristar grew from USD 13.5 million in revenue to USD 1.4 billion.
Who is Aegis Logistics
Aegis Logistics is an Indian company with six decades in the oil, gas and chemical logistics business. It handles bulk liquids, petroleum, oil and lubricants, chemicals and liquefied petroleum gas (LPG), and is one of the largest importers and handlers of LPG in India. Its LPG and bulk liquid terminals and distribution network are located in India. The purchase will be made through Aegis Logistics International Pte Ltd, a wholly owned step-down subsidiary registered in Singapore.
Raj Chandaria, Chairman and Managing Director of Aegis Logistics, said the acquisition will start the transformation of Aegis “from a domestically focused operator into an international energy logistics platform”. For Tristar, the deal adds exposure to the LPG sector and a stronger presence in India, according to its statement.
What happens before completion
The agreement is signed, but ownership has not changed yet. Completion depends on regulatory approvals under the applicable competition and antitrust laws and on customary closing conditions. Aegis expects to close in the fourth quarter of its financial year 2026-27, that is between January and March 2027. The parties have not said in which countries approvals are required.
Goldman Sachs and PJT Partners are the financial advisers to Tristar, with Freshfields as legal counsel. The remaining 10.2% of Tristar is not part of this transaction.
Merger control in the UAE: when a deal needs approval
Deals involving companies active in the UAE fall under Federal Decree-Law No. 36 of 2023 on the regulation of competition. Since 31 March 2025, Cabinet Resolution No. 3 of 2025 requires a filing with the Ministry of Economy when either of two thresholds is met:
- annual sales of the parties in the relevant UAE market exceeded AED 300 million in the last financial year; or
- the combined share of the parties in the relevant UAE market exceeded 40% in the last financial year.
A reportable deal must be notified at least 90 days before it is finalised, compared with 30 days under the previous regime. Whether the Tristar transaction requires a UAE filing has not been disclosed.
What this means for companies in the UAE
The Tristar deal follows a clear sequence: a signed agreement, a foreign holding company as the buyer, and completion months later once regulators approve. Owners planning to sell or buy a share in a UAE business go through the same steps on a smaller scale. A practical checklist:
- Check whether the deal meets the AED 300 million sales or 40% market share threshold, and if it does, plan for at least 90 days between the filing and closing.
- Confirm the share transfer procedure of your licensing authority, since mainland and free zone companies use different registries.
- Update the shareholder register and beneficial owner records after the transfer.
- Give the company bank the new ownership documents, as banks review KYC when shareholders change.
- Agree in writing how contingent or deferred payments are calculated, as in the Tristar deal, where USD 809 million includes such amounts.
For companies still choosing a structure, our guide Mainland vs free zone company in the UAE compares the options. For another recent cross-border logistics deal by a UAE group, see AD Ports Group’s acquisition of CLI in Brazil.
How Atlant Capital can help
Atlant Capital supports entrepreneurs and investors with company setup in the UAE, from choosing between a free zone and the mainland to licence registration and the documents for each shareholder. We also help with corporate bank account opening, including the KYC package that banks request from the company and its owners.
Conclusion
Aegis Logistics has agreed to buy 89.8% of Dubai-based Tristar for USD 809 million, in a deal that values the company at USD 1.5 billion including debt. Tristar, founded in Dubai in 1998, reported USD 1.4 billion in revenue for 2025 and operates in more than 30 countries. Completion is expected between January and March 2027, once competition approvals are received.
Source: Gulf News, Business Today, Clifford Chance.
FAQ
Who is buying Tristar and how much is it paying?
Indian Aegis Logistics, through its Singapore subsidiary Aegis Logistics International Pte Ltd, agreed to buy 89.8% of Dubai-based Tristar Holdings for USD 809 million (about AED 2.97 billion). The amount includes contingent payments and interest on deferred consideration. The sellers are Agility Tristar Holdings Limited, Gulf Investment Corporation and Diamond Holdings.
How much is Tristar worth?
The transaction values Tristar at an enterprise value of USD 1.5 billion (about AED 5.5 billion) and an equity value of USD 882 million. That is about 6 times its 2025 EBITDA of USD 257 million. In 2025 Tristar reported revenue of USD 1.4 billion and net profit of USD 82 million.
When will the Aegis and Tristar deal close?
Aegis expects completion in the fourth quarter of its financial year 2026-27, between January and March 2027. The deal is subject to approvals under competition and antitrust laws and to customary closing conditions. Until completion, the ownership of Tristar does not change.
When does an acquisition of a UAE company need Ministry of Economy approval?
Under Federal Decree-Law No. 36 of 2023 and Cabinet Resolution No. 3 of 2025, a filing is required when the annual sales of the parties in the relevant UAE market exceed AED 300 million or their combined market share exceeds 40%. The notification must be made at least 90 days before the deal is finalised. The thresholds have applied since 31 March 2025.
