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JSE-listed Afrimat will make a cash offer to acquire the entire remaining issued share capital of subsidiary Infrasors that it does not already own.
Afrimat held 91.28% of the total issued ordinary share capital of Infrasors.
The transaction would be implemented by a scheme of arrangement or a general offer should the scheme of arrangement not proceed.
Afrimat was offering R1.35 in cash per scheme share. The offer price represented a 19.47% premium to the 30-day volume weighted average traded price on June 9.
The implementation of the transaction was subject to the fulfilment or waiver of certain conditions precedent by no later than December 31. These included the receipt of approvals, consents or waivers from all regulatory bodies, governmental or quasi-governmental entities necessary to implement the transaction including, but not limited to the JSE; the Takeover Regulation Panel and the South African Reserve Bank.
The scheme also had to be approved by the requisite majority of the remaining shareholders.
Afrimat believed the transaction would benefit it.
“The incorporation of Infrasors’ operations into Afrimat, without the limitation of maintaining separate corporate governance structures owing to Infrasors having minority shareholders, could potentially bring new business and rationalisation opportunities,” the company said in a statement.
Infrasors said the transaction would be beneficial as the incorporation of its operations into Afrimat could result in developing new revenue opportunities and cost reductions, which would deliver increased profitability.
A joint circular containing details relating to the transaction, additional terms and notice of the scheme meeting would be posted to Infrasors shareholders by July 10.