JOHANNESBURG, Nov 10 – Solar Industries India has secured approval from 99.97% of Omnia shareholders who voted in favour of its proposed $1.3 billion (R21.83 billion) all-cash acquisition of the South African industrial chemicals and explosives group, bringing the transaction closer to completion.
The offer values each eligible Omnia share at R134.50, approximately $8.10, and places the company’s entire issued share capital at R21.83 billion ($1.3 billion). If completed, the acquisition will end Omnia’s 46-year presence on the Johannesburg Stock Exchange (JSE) and terminate its secondary listing on A2X Markets.
According to official voting results published through the JSE’s Stock Exchange News Service (SENS), 99.97% of shares represented at the November 5 meeting supported the proposed acquisition, while 0.03% opposed it.
Approximately 121.65 million shares were represented at the meeting, including abstentions, equivalent to 74.95% of Omnia’s 162.3 million issued ordinary shares. Holders of approximately 121.61 million shares supported the resolution authorising the scheme of arrangement.
Under the proposed structure, Solar’s South African subsidiary, Solar SA Investments, will acquire Omnia’s outstanding ordinary shares. The subsidiary is wholly owned by Solar Overseas Mauritius, which is in turn wholly owned by Solar Industries India.
Regulatory approvals remain outstanding
The shareholder vote clears a significant condition for the transaction, but the acquisition remains subject to several regulatory and contractual requirements.
Omnia must obtain or secure waivers for competition and regulatory clearances in South Africa and from authorities overseeing the Common Market for Eastern and Southern Africa (COMESA), the East African Community (EAC) and the Economic Community of West African States (ECOWAS).
Additional approvals or clearances are required in Botswana, Namibia, Mali and Nigeria.
Four companies with material contractual relationships with Omnia must also consent to the proposed change in control or waive their contractual rights. South Africa’s Takeover Regulation Panel is required to issue a compliance certificate before the transaction can proceed.
The agreement carries a longstop date of July 31, 2027, although the parties may mutually agree to extend the deadline.
The cash consideration is supported by an irrevocable bank guarantee provided by Rand Merchant Bank, providing financial backing for the offer.
Takeover offers premium to Omnia’s market valuation
The R134.50-per-share offer represents a 30.98% premium to Omnia’s closing share price of R102.69 on September 10, the final trading day before the company first informed the market of a potential transaction.
It also represents a 35.73% premium to the company’s 30-day volume-weighted average price of R99.09 and stands 70.69% above its closing price of R78.80 at the end of 2025.
If the remaining conditions are satisfied, Omnia will be delisted from the JSE, where it has traded since 1980, as well as from A2X Markets. The company will then become part of Solar Industries India’s privately controlled corporate group.
Established in 1953, Omnia operates across the mining and agricultural industries. Its mining division supplies explosives and blasting services, while its agricultural business produces fertilisers and plant-nutrition products. The group has expanded beyond South Africa into other African markets and international mining jurisdictions.
Solar Industries expands its African mining explosives business
The acquisition forms part of Solar Industries India’s international expansion strategy, particularly its efforts to strengthen its presence in mining explosives and related industrial products.
Founded by Nuwal in 1995, Solar Industries initially traded industrial explosives before expanding into manufacturing. Its business has since diversified into mining explosives, initiating systems, defence products, ammunition, rockets and aerospace technologies.
According to the transaction announcement, Solar serves customers in more than 90 countries and operates manufacturing facilities across 11 countries. The company was valued at approximately $21 billion when the Omnia offer was announced in September.
Acquiring Omnia would give Solar access to a broader African manufacturing and distribution network, strengthening its position in the continent’s mining explosives market. For Omnia, the proposed combination offers access to Solar’s technology, research capabilities, manufacturing scale and international markets.
Solar is pursuing the acquisition through Solar SA Investments, its South African subsidiary, with ultimate ownership resting with Solar Industries India. The structure places the immediate acquisition vehicle in South Africa while transferring ultimate control to the Indian-listed industrial group.
Solar managing director Manish Nuwal, the founder’s son, described Omnia as a high-quality business when the offer was announced and said the combination would support international expansion.
