Solar Industries India, the industrial explosives company founded by Nuwal, is offering shareholders R134.50, approximately $8.10, in cash for each eligible Omnia share.
The offer values Omnia’s entire issued share capital at R21.83 billion, approximately $1.3 billion, and would result in the company leaving both the Johannesburg Stock Exchange and A2X Markets.
According to the official voting results published through the JSE’s Stock Exchange News Service, 99.97% of the shares voted supported the acquisition, while 0.03% opposed it.
The vote was held on November 5 as part of a scheme of arrangement through which Solar’s South African subsidiary would acquire Omnia’s outstanding ordinary shares.
Shareholders overwhelmingly support Indian takeover
Approximately 121.65 million shares were represented at the meeting, including abstentions. That amounted to 74.95% of Omnia’s 162.3 million issued ordinary shares.
The resolution authorising the scheme received support from holders of approximately 121.61 million shares.
Shareholder approval clears one of the transaction’s most important hurdles, but it does not complete the takeover.
Omnia must still satisfy or obtain waivers for several outstanding conditions before the shares can be transferred to Solar SA Investments, a South African subsidiary ultimately controlled by Solar Industries India.
These include competition and regulatory clearances in South Africa and from authorities responsible for the Common Market for Eastern and Southern Africa, East African Community and Economic Community of West African States.
Approvals or clearances are also required in Botswana, Namibia, Mali and Nigeria.
Four companies that have material contracts with Omnia must consent to the proposed change in control or waive their contractual rights. South Africa’s Takeover Regulation Panel must also issue a compliance certificate.
The transaction has a longstop date of July 31, 2027, although the parties may agree to extend it.
Omnia’s 46-year stock-market presence could end
If the remaining conditions are satisfied, Omnia will leave the Johannesburg Stock Exchange, where it has traded since 1980.
The company’s secondary listing on A2X Markets will also be terminated, and Omnia will become part of the privately controlled Solar group.
The acquisition price 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 alerted the market to a potential transaction.
It is also 35.73% above Omnia’s 30-day volume-weighted average price of R99.09 and 70.69% higher than its R78.80 closing price at the end of 2025.
The cash consideration is backed by an irrevocable bank guarantee provided by Rand Merchant Bank.
Omnia was established in 1953 and operates businesses serving the mining and agriculture 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.
Nuwal expands his explosives business across Africa
Nuwal established Solar Industries in 1995, initially trading industrial explosives before moving into manufacturing.
The company has since expanded into mining explosives, initiating systems, defence products, ammunition, rockets and aerospace technologies.
Solar serves customers in more than 90 countries and has manufacturing operations across 11 countries, according to the transaction announcement.
The company was valued at approximately $21 billion when the Omnia offer was announced in September.
Acquiring Omnia would provide Solar with a larger African manufacturing and distribution network while strengthening its position in mining explosives.
Omnia would gain access to Solar’s technology, research capabilities, manufacturing scale and international markets.
Solar is pursuing the acquisition through Solar SA Investments, which is wholly owned by Solar Overseas Mauritius. The Mauritius company is itself wholly owned by Solar Industries India.
The structure means Omnia’s immediate buyer is a South African company, but ultimate control would pass to Nuwal’s India-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.
Source: africa.businessinsider.com
