DIVERSIFIED agro-industrial firm, TSL Limited (TSL) has revealed that it is no longer able to recommend the proposed acquisition of Nampak Zimbabwe Limited (NZL) owing to a lack of shareholder approval, leading to it being terminated.
As previously reported, in October 2024, NZL’s parent, Nampak Limited (Nampak), a South African packaging firm, announced it was divesting from Zimbabwe and agreed with TSL to sell its 51,43% shares in its subsidiary for US$25 million.
Before the termination of the deal, both NZL and TSL had revealed that they were waiting for approval from the Competition and Tariff Commission and TSL’s shareholders to finalise the deal.
However, in a newly released statement, TSL revealed that the firm’s shareholders had reneged on the deal following further consideration.
“The board of directors of the company (the board) wishes to advise shareholders and the investing public that, despite the approval of the proposed transaction by the Competition and Tariff Commission of Zimbabwe, the board is no longer able to recommend the transaction and does not believe that the requisite shareholder approval will be obtained at an extraordinary general meeting,” TSL said.
“As such, the company has engaged with the seller and advised that the TSL shareholder approval — being a significant condition precedent under the SSA — will not be fulfilled. Accordingly, the parties have agreed that the transaction be terminated with immediate effect.”
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During an interview with TSL chief executive officer Derek Odoteye in July with our sister newspaper, Zimbabwe Independent, he revealed the acquisition of NZL would enhance its packaging pillar.
Specifically, Odoteye revealed that the purchase would complement its current packaging arm, as NZL brought a strong footprint in both primary and secondary packaging.
“The board remains committed to pursuing strategic initiatives that create sustainable, long-term value for shareholders and will continue to explore opportunities aligned with this objective,” TSL said.
“Shareholders are no longer required to exercise caution when dealing in the company’s securities. No further announcements will be issued regarding this matter.”
Also commenting on the collapse of the deal, Nampak revealed it would continue to explore ways to dispose of NZL.
“Shareholders are referred to the announcement released by the company on SENS on October 22, 2024, regarding the proposed disposal by Nampak Southern Africa Holdings Limited, a wholly owned subsidiary of Nampak, of its 51,43% shareholding in Nampak Zimbabwe Limited for a maximum purchase consideration of US$25 000 000 (proposed transaction) to TSL Limited (TSL or purchaser),” Nampak said.
“Notification has been received from TSL that, not with-standing a successful due diligence and competition authority approval process, circumstances for TSL in motivating the proposed transaction to their shareholders have changed, and they have elected to withdraw from the proposed transaction, which Nampak has agreed to. Nampak remains committed to its strategic plan to dispose of its Zimbabwean asset on commercially acceptable terms.”
Nampak Southern Africa Holdings Limited is a Nampak subsidiary that carries out its regional operations outside South Africa.
NZL’s sale was part of Nampak’s 2023 asset disposal plan, which sought to raise circa ZAR2,6 billion (US$148,09 million) over an 18-month period as part of a turnaround strategy to repay its debt.