Ingredion closes $165 million sale of Rafhan Maize control to Nishat-led consortium

US-based Ingredion Incorporated has completed the sale of a controlling interest in Pakistan's Rafhan Maize Products Limited (RMPL), transferring a 51% stake to a group of affiliated purchasers led by Nishat Hotels and Properties Limited in a transaction valued at approximately $165 million.

The completion marks the close of a transaction first announced in September 2025 and follows regulatory approval granted by the Competition Commission of Pakistan (CCP) in May 2026 after a Phase I review under Section 11 of the Competition Act, 2010.

According to a notice submitted by Rafhan Maize Products Company Limited to the Pakistan Stock Exchange, Ingredion Incorporated USA sold 4.71 million shares of Rafhan Maize, representing 51.04% shareholding, under a Share Purchase Agreement dated September 25, 2025, as amended on December 29, 2025.

The shares were sold at Rs9,800 per share in electronic form. Based on the disclosed price, the Ingredion share sale amounts to approximately Rs46.20 billion.

While relinquishing majority control, Ingredion will continue as a shareholder with an approximate 20% ownership interest in Rafhan Maize, one of Pakistan's largest agro-based companies.

The acquiring entity is led by Nishat Hotels and Properties Limited, part of the Nishat Group founded by Mian Muhammad Mansha. The diversified Pakistani conglomerate has businesses across textiles, banking, cement, power generation, hospitality and real estate.

Explaining the rationale behind the transaction, Ingredion Chairman, President and Chief Executive Officer Jim Zallie said the sale supports the company's ongoing portfolio transformation by reducing earnings volatility and releasing capital for investment in faster growing businesses.

He added that maintaining a minority interest in Rafhan Maize ensures continued access to the Middle East and South Asia, which Ingredion considers important long term growth markets.

According to the company, its Pakistan operations generated net sales of approximately $250 million during the 2025 financial year.

Ingredion launched the sale process in May 2025 by inviting offers for its majority holding in RMPL. The process attracted interest from several prospective buyers seeking to acquire up to a 75.69% stake, including Cherat Cement Company Limited and Shirazi Investments (Private) Limited, Nishat Hotels and Properties Limited, and Sapphire Fibres Limited.

According to the PSX notice, D.G. Khan Cement Company Limited acquired the largest number of shares from Ingredion at 2.87 million, followed by Nishat Power Limited with 1.11 million shares.

The buyer-wise breakdown of Ingredion’s shares is as follows:

Rafhan Maize Products Company Limited also said that, as part of the broader transaction under the SPA, the purchasers had undertaken to acquire additional ordinary shares from Mr. Zulfikar Monnoo, Mr. Wisal A. Monnoo and Mr. Mian M. Adil Monnoo, who are non-executive directors, under the Monnoo Directors SPA.

Additional shares were also acquired from certain Monnoo family shareholders under the Monnoo Family Shareholders SPAs. These shares, referred to as the Monnoo Shares, total 1.90 million ordinary shares.

The Monnoo Shares were acquired by Pakgen Limited, previously Pakgen Power Limited; Nishat Mills Limited; Nishat Chunian Power Limited; and Lalpir Limited, previously Lalpir Power Limited.

The buyer-wise breakdown of the Monnoo Shares is as follows:

The Monnoo Shares were also sold at Rs9,800 per share in electronic form, implying a disclosed transaction value of approximately Rs18.62 billion for this portion.

The notice further stated that, pursuant to a public offer dated March 27, 2026, Nishat Power Limited acquired 218,123 shares, representing 2.36% of the shareholding of Rafhan Maize Products Company Limited, from public shareholders.

The combined shares disclosed through the Ingredion sale, Monnoo share transactions and public offer total 6.83 million shares.