Chemical manufacturing company Omnia Group has agreed to acquire 100% of the ordinary shares of Oro Agri SEZC and 52% of the ordinary shares of Oro Agri South Africa (SA), which are not already owned by Oro Agro SEZC, for $100-million.
Omnia will fund the transaction through existing available cash, with the effective date of the transaction being January 1, 2017. The transaction is expected to close in the next two months.
Following implementation, Oro Agri SEZC and Oro Agri SA will become subsidiaries of Omnia and will report under the agriculture segment.
The transaction remains subject to the fulfilment and/or waiver of a number of conditions precedent, including approval by the South African Reserve Bank and other regulatory authorities.
Competition Commission approval is not required in the various jurisdictions in which Oro Agri operates.
Commenting on the transaction, Omnia Group MD Adriaan de Lange said the transaction is in line with Omnia's stated strategy and the next step in the evolution of the company's Nutriology concept of "the science of growing."
He further adds that as a market leader in plant nutrition products and services in South and Southern Africa, Omnia works closely with customers to improve the performance of their crops.
"In line with the next phase of the 'green revolution' in the global agriculture sector, the demand for AgriBio products is underpinned by the increasing emphasis on nutrient and water use efficiency, coupled with the rising demand for products that are environment-friendly, enhance crop performance and improve yields."
"We are looking forward to joining Omnia and creating new opportunities to develop the business internationally. Omnia is recognised as an international player in the AgriBio market, with the agriculture division the market leader in plant nutrition products in South Africa and Southern Africa. We are excited to be a part of the group's future growth both locally and internationally," Oro Agri chairperson and CEO Erroll Pullen said.
Omnia will have access to Oro Agri's global network through its operations in Brazil, Europe, South Africa and the US, with early developments in Asia Pacific, De Lange added.
"We will leverage the synergies between the two companies to maximise the sales potential in these key markets. Omnia's intellectual property portfolio and product registration process will be enhanced by the global experience and knowledge of the Oro Agri team in the various regions."
As at December 31, 2017, the reviewed but unaudited results of Oro Agri reflected total net assets of $21.3-million, revenue of $51.5-million, earnings before depreciation, amortisation, interest and taxes of $10.1-million and net profit (after tax) of $5.2-million.
On a normalised basis, excluding one-off costs relating to the transaction, the net profit after tax increases to $6.1-million.