The Barloworld take-private and delisting was a 26-month, multi-jurisdictional transaction that set a new benchmark in South Africa’s M&A landscape. The transaction brought together a buyer consortium comprising Entsha, a 100% black-owned entity controlled by the Sewela Family Trust, and Falcon Holdings of the Zahid Group, a Saudi-based conglomerate with a long-standing relationship within the global Caterpillar dealership network.
Together, the partners formed a transformation-aligned South African ownership structure complemented by an international strategic capital partner with deep sector expertise. Notably, the Zahid Group contributed more than a century of operational experience across 14 sectors, alongside its long-established Caterpillar relationship.
Tamela functioned as lead financial and strategic advisor to the buyer consortium, guiding the execution of a highly complex transaction that has since set the tone for comparable transactions locally and across the continent.
From inception, the transaction unfolded in a highly sensitive and closely scrutinised public environment. Execution required the navigation of extensive regulatory processes across multiple jurisdictions, including South African exchange control, takeover regulation, and competition approvals in several countries.
The due diligence phase proved to be the most intense, time-pressured, and resource-heavy stage of the transaction. It involved the largest number of stakeholders across all workstreams and covered legal, commercial, tax, regulatory compliance, and competition matters across multiple jurisdictions.
In a constantly evolving risk environment, Tamela coordinated repeated redesigns of the transaction structure, addressed the concerns of consortium members and funders, and identified solutions that balanced risk mitigation with the consortium’s continued commitment to the deal.
At the February 2025 Annual General Meeting, the scheme vote failed to achieve the required 75% shareholder approval. While this outcome would typically have terminated the transaction, the structure – by design – included an automatic Standby Offer mechanism, which was triggered immediately.
The Standby Offer necessitated an intensive and highly coordinated shareholder engagement process across a complex and fragmented shareholder register. A pivotal breakthrough occurred when the Public Investment Corporation (PIC) provided a binding undertaking to support the Standby Offer, following extensive engagement and Newco’s public commitment to implement a 13.5% B-BBEE transaction post-delisting.
The PIC’s irrevocable support proved transformative, signalling confidence in the market and other institutional shareholders that the Standby Offer would succeed. This commitment catalysed further acceptance and significantly accelerated momentum.
The final phase of the transaction required meticulous coordination across several regulatory regimes, including competition approvals in multiple jurisdictions, processes with the Takeover Regulation Panel, and South African exchange control approvals.
The Standby Offer achieved a 97.6% acceptance rate, comfortably exceeding the 90% threshold required to proceed with a section 124 squeeze-out and the delisting of Barloworld. This marked a remarkable turnaround from the earlier scheme vote outcome.
Today, the transaction stands as one of the most significant corporate transactions of 2024 and 2025. It reflects the consortium’s conviction in Barloworld’s long-term investment thesis, the resilience of the geographies in which it operates, and confidence in South Africa’s long-term value, strong fundamentals, and growth potential. The transaction also demonstrates that foreign capital can align meaningfully with local transformation objectives.
For prospective and current clients, this transaction reinforces what we live every day at Tamela – that the right client partnership drives meaningful outcomes in the most challenging environments. Our team’s strategic depth, combined with steadfast commitment and deep local insight, ensures not just closure of a deal, but value creation beyond the numbers.
For more information, contact Sydney Mhlarhi on +27 11 783 4907 or Sydney@tamela.co.za.
