Mergers and Acquisitions

Bowmans advises on the full spectrum of transactions across a variety of sectors and has a strong record of acting on the most significant transactions in Africa.

Clients value our technical and ethical excellence and innovative and solution-oriented approach. Whether we act for the buyer, seller or target, we focus on delivering superior client-centric service. We aim to partner with our clients as they implement transactions that advance their strategic goals.

Our deep local expertise, vast sector-specific experience, commercial acumen and relationships with regulators enable us to construct top-tier transaction teams that meet the diverse business goals of our clients.

We project manage entire transactions providing strategic advice from the legal due diligence investigation to negotiating terms, drafting documentation and assisting with implementation.

We offer a combination of geographic coverage and specialist practice area expertise.

Our clients include listed and unlisted domestic and international companies, banks, private equity funds and other financial institutions, boards of directors, state-owned enterprises and government departments and their agencies.

Specialist Services

Recent significant matters include advising:

• African Infrastructure Investment Managers (Pty) Ltd and Royal Bafokeng Holdings (Pty) Ltd on to the consortium arrangements for the acquisition of 100% of the shares in EnviroServ Holdings (Pty) Ltd – shortlisted by DealMakers as Private Equity Deal of the Year, 2023.
• African Rainbow Minerals Ltd on its subsidiary’s ZAR 3.5 billion acquisition of Bokoni Platinum Mines (Pty) Ltd (which owns the Bokoni Mine) from subsidiaries of Anglo American Platinum Ltd and Atlatsa Resources Corporation. The transaction was concluded following a competitive bidding process.
• USA-based Paine Schwartz Partners and its portfolio company, AgroFresh Solutions Inc., a global leader in AgTech innovation, in its recently completed add-on acquisition of Tessara from global investment firm, The Carlyle Group. South African based Tessara is an industry-leading manufacturer and supplier of intelligent packaging solutions for preserving fresh produce – named by DealMakers as Private Equity Deal of the Year, 2024
• Alexander Forbes Group Holdings Ltd (AFGH) on the acquisition by Prudential Financial, Inc. (listed on the NYSE), through its subsidiary, New Veld LLC (Investor), of up to 33% of AFGH, implemented through a bilateral sale of 14.8% of the shares in AFGH from Mercer Africa Ltd to the Investor, and, following the implementation of that transaction, a partial offer to the remaining shareholders of AFGH such that Prudential, through the Investor, will hold 33% of all of AFGH’s shares following acceptance of that offer.
• Allianz SE on the establishment of a joint venture with the South African financial services group, Sanlam. The transaction combined the African businesses of both companies into a South Africa-incorporated JV. The insurers are likely to seek new business opportunities for their respective units in Africa, excluding Sanlam’s home market of South Africa – named Dealmakers Deal of the Year, 2022; Bowmans was named African Legal Awards M&A Team of the Year Award for 2023 for advising on this matter.
• Amethis Retail, led by Amethis, a private equity fund, and Gakiwawa Family Investments, of Naivas International (the holding company of Naivas Ltd – the largest retailer in Kenya) on the sale of an aggregate stake of 40% in the capital of Naivas International to a consortium of investors led by IBL Ltd, a publicly listed company in the Republic of Mauritius, and including DEG and Proparco – named East Africa Private Equity Deal of the Year for 2023.
• Ardagh in its approx. ZAR10 billion acquisition of the Consol Glass group, including its silica sand mining operations – named M&A Deal of the Year at the IFLR Africa Awards in 2022.
• ATON GmbH, a German investment holdings company, on its unsolicited ZAR 4.25 billion takeover of South African engineering and mining contractor Murray & Roberts (a 56.19% stake). Unsolicited takeover transactions of Johannesburg Stock Exchange-listed companies are large and complex, high-profile matters that demonstrate our expertise in one of the most complex areas of law in our jurisdiction.
• Barloworld Ltd on the unbundling and separate listing of the entire ordinary share capital of Zeda, a wholly-owned subsidiary of Barloworld, which housed Barloworld’s car rental and vehicle leasing business (trading under the highly-recognisable ‘Avis’ and ‘Budget’ brands). The transaction commenced as a carve-out restructuring of the ‘Avis’ and ‘Budget’ car rental and fleet business into Zeda, followed by a dual-track process in respect of the Avis/Budget asset, with Barloworld ultimately deciding to unbundle and list Zeda on the Johannesburg Stock Exchange.
• Blackstone Inc on its USD 616.23 million acquisition of Industrials REIT Ltd, a UK-based real estate investment company, through Sussex Bidco LP a newly-formed limited partnership indirectly owned by investment funds advised by affiliates of Blackstone.
• BioNTech SE (together with Osborne Clark LLP) on BioNTech’s acquisition of the remaining shares in InstaDeep Ltd, a UK-based technology company that is a global leader in the field of artificial intelligence and machine learning with operation across multiple jurisdictions across Europe, North America, the Middle East and Africa.
• Capitec Bank Holdings Ltd on its acquisition of approximately 57% of the issued share capital of AvaFin Holding Ltd, a provider of on-line and off-line unsecured consumer lending in various jurisdictions in Europe and Central America.
• Citrico Global SL on its acquisition of 100% of the issued shares of San Miguel Fruits South Africa (SMFSA), which already held 49% of the issued shares in EC Citrus Investments (EC Citrus), from San Miguel International Investments S.A., as well as the simultaneous acquisition by SMFSA of the remaining 51% ownership interest in EC Citrus from African Pioneer Beverages.
• Coca-Cola Beverages South Africa (Pty) Ltd (CCBSA), as lead counsel on the implementation of a broad-based black economic empowerment (B-BBEE) transaction to increase the percentage ownership by Black people in CCBSA. The transaction involved the acquisition of shares in CCF by an employee share ownership programme (ESOP) established for the benefit of the permanent employees of the Coca-Cola Group of companies.  The ESOP is housed in a trust known as the Ikageng Employee Share Trust.
• Digital Realty (together with Latham & Watkins) on its purchase of 55% of the issued share capital in TDE Investments (Pty) Ltd, Africa’s largest carrier-neutral data centre and interconnection services provider from The Luxembourg-registered private companies TDE Luxco S.à r.l, and BPESAL V2 S.à r.l,; and the management sellers of Spring Investco 2014 (Pty) Ltd.
• East Africa Batteries Ltd on the sale of the shares it holds in Eveready East Africa plc, a company listed on the Nairobi Securities Exchange, to InvestAfrica-FZCO, a United Arab Emirates company duly incorporated as a Free Zone under the Dubai Silicon Oasis Authority, (InvestAfrica).
• EDF Renewables South Africa, the local renewable energy arm of global utility EDF, in the conclusion of a joint venture with Anglo American to form Envusa Energy. The deal will see Envusa Energy develop a regional renewable energy ecosystem across 10 African countries, which is designed to meet all of Anglo American’s operational power requirements by 2030, while supporting the wider decarbonisation of energy in the region.
• Globeleq Africa Ltd on the full acquisition of QPEA GT Menengai Ltd from Quantum Power East Africa Ltd. QPEA GT Menengai is in the process of developing a 35 MW geothermal power plant located in the Menengai geothermal project area.
• Groupe Canal+ S.A. on its proposed acquisition of Multichoice Group for a consideration of USD 2.9 billion.
• Harmony Gold Mining Ltd on its USD 300 million acquisition of AngloGold Ashanti Ltd’s South African assets.
• Hollard International (Pty) Ltd on the acquisition of a minority stake in Apollo Investments Ltd which owns APA Insurance Ltd, APA Life Assurance Ltd and APA Insurance Uganda Ltd.  Apollo Investments Ltd is one of the largest insurers in East Africa, while Hollard International (Pty) Ltd is one of the largest insurers in Southern Africa.
• iHeartMedia + Entertainment on the South African and Mauritian aspects of its acquisition of Triton Digital from The E.W. Scripps company. The global deal was valued at USD 230 million.
• Imperial Logistics Ltd on an offer by DP World to be implemented by way of a scheme of arrangement to acquire all of the issued ordinary shares in Imperial Logistics Ltd.
• Tokyo Stock Exchange listed Kansai Paint Co. Ltd on its successful hostile bid for JSE Listed Freeworld Coatings Ltd (valued at ZAR 3.3 billion), which remains the first and only successful cross-border hostile bid in South Africa.
• KCB Group plc on the acquisition of 85% of the shares of Trust Merchant Bank SA – named East Africa Deal of the Year in 2023.
• Kuehne Nagel International AG (KNI), as lead counsel, on the implementation of a series of interlinked transactions aimed at acquiring some entities in the Morgan Cargo Group, through some of KNI’s subsidiaries based in South Africa, the United Kingdom and Kenya.
• Lanxess (Pty) Ltd (along with its parent company, Lanxess Deutschland GmbH) on the disposal by Lanxess of its 73.9995%  shareholding in Lanxess Chrome Holdings (Pty) Ltd to Chrome Production Holdings (Pty) Ltd, which was undertaken pursuant to a competitive bidding process.
• Linde on the ZAR 1.9 billion offer made to minority shareholders of Afrox, which is listed on the JSE, to acquire all of the issued ordinary shares in Afrox other than those Afrox ordinary shares held by excluded shareholders.
• Mediterranean Shipping Company S.a.r.l on their joint takeover offer (together with Remgro Ltd), via a UK scheme of arrangement of the entire issued share capital not owned by Remgro Ltd of Mediclinic International plc.
• Mr Price Group Ltd on its majority stake acquisition of the unlisted Johannesburg-based clothing retail group, Studio 88. The transaction involved agreements to acquire 70% of Blue Falcon Trading 188 Pty Ltd, which owns the Studio 88 group of businesses, from RMB Ventures Six Pty Ltd and current management of the Studio 88 Group.
• MTN (Dubai) Ltd on the sale of 50% of the issued shares held in aYo Holdings Ltd to Sanlam Emerging Markets (Pty) Ltd and the subscription by MTN and Sanlam for further shares in the company.
• Nueva Inversiones Pacifico Sur Limitada on its proposal to potentially make an offer to acquire a controlling stake of 50.1% of the issued shares of Sun International Ltd by way of a potential partial offer to the shareholders.
• Old Mutual Ltd on its proposed ZAR 2.8 billion broad-based black economic empowerment (BEE) ownership transaction, resulting in an approximate 4% increase in the Black shareholding in Old Mutual. This deal was the first retail public offer BEE scheme in the financial services industry, seeking to truly democratise and broaden participation and investment in the financial services industry – shortlisted for the DealMakers BEE Deal of the Year, 2023.
• Peermont Group, a South African hospitality and gaming company, in relation its proposed acquisition of Emerald Safari Resorts and Casinos from Caesars Entertainment, the American casino-entertainment provider, and Emerald Safari Resort’s BEE minority shareholders.   In addition to our advice on the Corporate/M&A aspects of this transaction, we also provided an integrated solution to Peermont covering all aspects of the transaction including competition law, financing, BEE, gambling law, tax and exchange control advice. –  shortlisted by DealMakers as Deal of the Year in 2024.
• PepsiCo Inc., one of the world’s largest and leading multinational food and drinks companies, on PepsiCo Inc’s USD 1.7 billion (c. ZAR 25 billion) all-cash offer to acquire 100% of the issued shares in Pioneer Food Group, one of the largest South African producers and distributors of a range of branded food and beverage products, by way of a scheme of arrangement. The acquisition was one of PepsiCo’s largest outside the US – named by DealMakers as Deal of the Year in 2020.
• Royal Bafokeng Platinum Ltd on a contested bid for its control by Impala Platinum Ltd and Northam Platinum Ltd, in which Impala Platinum Ltd was ultimately successful in acquiring Royal Bafokeng Platinum Ltd (resulting in its delisting from the Johannesburg Stock Exchange).
• SAB Miller in its combination with AB InBev (ZAR 1.5 trillion/ USD 107 billion), the third largest M&A transaction ever in the world and the largest in South African M&A history.
• Sanlam Ltd on its offer to acquire Assupol Life Ltd through a scheme of arrangement with a standby tender offer to Assupol shareholders for a purchase consideration of around ZAR 6.5 billion.
• Sasol Ltd on the proposed disposal of its cyanide business to Draslovka, on the proposed sale of its South African gas pipeline business (by competitive auction process), and on the agreement in terms of which ENEAX (with operations primarily in South America) will become a strategic joint venture partner in its explosives and rock fragmentation business.
• Standard Bank Group Ltd on its offer to acquire all of Liberty Holdings Ltd’s issued ordinary shares not owned by Standard Bank Group or a treasury shareholding subsidiary of Liberty, and its offer to acquire all of Liberty’s issued preference shares, resulting in the delisting of all Liberty ordinary shares and preference shares.
• Tongaat Hulett on the disposal of the assets and liabilities of its starch division, one of the largest wet millers of maize in sub-Saharan Africa, to KLL Group (Pty) Ltd, a subsidiary of Barloworld.
• TPG Global LLC on the proposed acquisition by TPG Global LLC of a minority interest in Airtel Africa plc’s mobile financial services operations business, Airtel Money, in 14 African jurisdictions.
• UBS Group AG on the South African aspects (including securities law and financial regulatory advice) relating to the proposed acquisition of Credit Suisse Group AG for a consideration of USD 3.6 billion.

Specialist Services