India’s Solar Industries will be acquiring South African industrial chemicals and explosives group Omnia Holdings after securing overwhelming shareholder approval for its $1.3 billion (R21.83 billion) cash takeover offer.
At a shareholder meeting held on November 5, an estimated 99.97% of votes cast supported the transaction, with only 0.03% opposing it, according to results published on the Johannesburg Stock Exchange (JSE).
About 121.65 million shares were represented at the meeting, accounting for 74.95% of Omnia’s 162.3 million issued ordinary shares. Of these, approximately 121.61 million backed the proposed acquisition.
Solar is offering R134.50 ($8.10) for each eligible Omnia share, valuing the entire company at R21.83 billion. The acquisition is being undertaken through Solar SA Investments, a South African subsidiary ultimately owned by India’s Solar Industries.
The deal, however, is not yet complete, with several regulatory approvals and contractual clearances still outstanding.
Regulatory hurdles remain
The transaction requires competition and regulatory approvals in South Africa, alongside clearances from regional 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).
Further approvals are also required in Botswana, Namibia, Mali and Nigeria.
In addition, four companies with significant contractual relationships with Omnia must either consent to the change of ownership or waive their contractual rights. The South African Takeover Regulation Panel must also issue a compliance certificate.
The parties have until July 31, 2027, to meet the outstanding conditions, although they can mutually agree to extend the deadline.
Solar’s cash offer is backed by an irrevocable bank guarantee from Rand Merchant Bank, providing financial assurance for the transaction.
Shareholders receive a substantial premium
For Omnia investors, the proposed takeover comes at a significant premium to the company’s market price before the deal was announced.
The R134.50 offer represents a 30.98% premium to Omnia’s September 10 closing price of R102.69. It is also 35.73% above its 30-day volume-weighted average share price of R99.09 and 70.69% higher than its closing price of R78.80 at the end of 2025.
If completed, the acquisition will bring Omnia’s 46-year history on the JSE to an end. The company will also leave the A2X Markets, becoming part of Solar Industries India’s privately controlled corporate group.
Founded in 1953, Omnia has built its business around mining and agriculture. Its mining division provides explosives and blasting services, while its agricultural operations manufacture fertilisers and plant-nutrition products. The group has also established operations beyond South Africa, giving it a presence in several African and international markets.
Solar strengthens its African mining ambitions
For Solar Industries, the acquisition is more than an investment in a South African company. It provides an opportunity to deepen its footprint in Africa’s mining industry through Omnia’s established manufacturing, distribution and customer networks.
Founded in 1995 by Satyanarayan Nuwal, Solar Industries started as an industrial explosives trading business before moving into manufacturing. It has since expanded into mining explosives, defence products, ammunition, rockets and aerospace technologies.
The Indian group serves customers in more than 90 countries and operates manufacturing facilities in 11 countries. It was valued at approximately $21 billion when the Omnia acquisition was announced in September.
The combination is expected to give Solar access to Omnia’s established African operations, while opening opportunities to introduce its technology, research capabilities and manufacturing capacity to a wider customer base.
Solar Managing Director Manish Nuwal described Omnia as a high-quality business when announcing the proposed acquisition, noting that the combination would support the group’s international expansion strategy.