STOCKHOLM: Maha Capital AB (publ) has signed a binding term sheet to acquire the remaining 40% stake in Odebrecht E&P España SL r.l. from Novonor Latinvest Energy S.à.r.l., boosting its indirect ownership in Venezuelan oil company PetroUrdaneta from 24% to 40%.
The total consideration is $37.5 million, consisting of a $27.5 million cash payment at closing and a $10 million deferred installment, the company said Monday.
The acquisition consolidates Novonor’s stake in PetroUrdaneta, strengthening Maha’s position in the Maracaibo Basin, one of Venezuela’s most established oil-producing regions. Upon closing, Maha’s energy affiliates will hold a 40% indirect interest in PetroUrdaneta alongside Petróleos de Venezuela S.A. (PdVSA), which holds 60%.
“This acquisition is a defining step in our energy strategy,” said Roberto Marchiori, CEO of Maha Capital. “By increasing our indirect stake in PetroUrdaneta to 40%, we are deepening our exposure to one of Venezuela’s most prolific oil-producing regions and strengthening our operational footprint. We see meaningful potential upside ahead.”
The $10 million deferred payment is due the earlier of 24 months after closing or upon a capital raise by Maha or its energy affiliates exceeding $43 million. The deferred amount carries interest at SOFR plus 5% annually.
Maha plans to raise capital at its energy affiliates level to fund the transaction, a structure designed to ring-fence financing within the energy division and preserve Maha Capital’s balance sheet as the company advances its reorganization separating its fintech and energy divisions.
As part of the deal, Maha has been granted an option to prepay Novonor’s rights to retained past dividends at the PetroUrdaneta level at a 70% discount, exercisable within three years of signing definitive documents.
Closing is subject to customary conditions, including corporate, regulatory and antitrust approvals in Brazil and other jurisdictions, and the absence of a material adverse event. The parties agreed to a 30-day standstill period for finalizing definitive documents, extendable by another 30 days, with a 120-day longstop date for closing that may be extended up to 30 days.
PetroUrdaneta operates fields in the Maracaibo Basin in northwestern Venezuela. In March 2024, Maha paid €4.6 million for the exclusive right to acquire 60% to 100% of Novonor’s Spanish vehicle. In March 2026, Maha exercised its first call option, acquiring a 24% indirect interest for an additional €4.6 million, plus a deferred €18 million payment linked to cumulative production targets.
Maha has engaged an independent reserve auditor to prepare its first reserve report for the Venezuelan field, expected in the second half of 2026.
Maha Capital AB is a technology-driven financial solutions provider listed on Nasdaq Stockholm under the symbol Maha-A.
