JSE- and A2X-listed Omnia has announced that Solar SA Investments has made an offer to acquire all of Omnia’s issued ordinary shares in an all-cash transaction valued at R21.8-billion, after which Omnia’s shares will be delisted from the JSE and A2X markets.

This follows only days after Omnia on September 11 informed shareholders that it was in discussions with a then unnamed party regarding a potential offer.

Solar SA Investments is a wholly owned subsidiary of Solar Overseas Mauritius, which, in turn, is a wholly owned subsidiary of industrial explosives and initiating systems company Solar Industries India.

The proposed merger of the two companies aligns with Omnia’s strategy to strengthen and grow its businesses, build a scaled global mining solutions platform and expand its sustainable agriculture offering.

The transaction is expected to accelerate growth across Omnia’s Mining and Agriculture businesses through enhanced technology, research and development (R&D), innovation, scale, market access and customer reach.

The transaction will also strengthen manufacturing and supply chain capabilities, enhance resilience and unlock scale-driven opportunities, Omnia says.

At R134.50 a share, the proposed transaction provides shareholders with the opportunity to realise the value of their investment at a premium, having regard to Omnia’s business plan, prospects and associated commercial and execution risks.

The offer represents a premium of 30.98% to Omnia’s closing share price of R102.69 on September 10, and 35.73% to its 30-day volume-weighted average price of R99.09 up to and including September 10.

The offer also represents a premium of 70.69% to Omnia’s closing price of R78.80 on December 31, 2025.

The Omnia board, following extensive due diligence and negotiations and subject to its legal and fiduciary duties, intends to recommend the scheme to shareholders.

The proposed transaction remains subject to Omnia shareholder approval, as well as regulatory approvals and the other conditions set out in the firm intention announcement.

The proposed transaction has secured broad shareholder support and is backed by an irrevocable unconditional bank guarantee for the cash consideration, Omnia says.

Solar Group is listed on the National Stock Exchange of India and the BSE and is an industrial explosives and defence and aerospace manufacturer with a market capitalisation of about $21-billion.

“Bringing together Omnia’s manufacturing and supply capabilities, technology, brands and customer relationships with Solar Group’s scale, R&D capabilities, commercial reach and international presence, creates a powerful platform to accelerate BME’s ambition to become a global mining solutions business of scale,” says Omnia Group CEO Seelan Gobalsamy.

Omnia’s BME subsidiary comprises two division – BME Blasting Solutions, which provides the mining sector with explosives and initiation systems and BME Metallurgy, which provides mining chemicals and metallurgical processing solutions.

The transaction also provides opportunities to expand Omnia’s sustainable Agriculture solutions into new markets, he says.

“With Solar Group’s record in South Africa and across the globe, the proposed transaction accelerates the execution of our growth strategy, building on the strength of our businesses, technology, brands and people, while giving them greater scale, reach and opportunity.

“We believe the combination positions Omnia’s businesses strongly for their next phase and provides an opportunity to take what has been built in South Africa onto an even larger international stage,” says Gobalsamy.

“Omnia is a high-quality business with leading positions in mining and agriculture, differentiated technology and brands, and deep customer relationships built over many years,” says Solar Group MD and CEO Manish Nuwal.

“We see significant potential to build on these strengths as part of the Solar Group.”

The proposed transaction represents an important step in our international growth ambitions. BME brings a strong global mining platform and leading technology in electronic initiation systems that complement our existing industrial explosives business.

Omnia Agriculture provides Solar Group with an established position in integrated crop nutrition and biologicals, which is an attractive sector underpinned by the long-term importance of food security, sustainable agriculture and farm productivity, says Nuwal.

“Solar SA’s offer reflects the confidence in Omnia’s business, its people and its long-term prospects,” he adds.

The proposed transaction creates opportunities across the combined group to share technology and R$D, strengthen the integrated manufacturing and supply-chain platform and enhance commercial resilience, says Omnia.

Through access to new technology and innovation, greater scale, new and growing markets, and an expanded customer offering, the combination will support faster growth across Omnia’s businesses and create greater value for all stakeholders.

Further, in mining, BME’s digital blasting technologies, including AXXIS, and integrated ammonium nitrate capability complement Solar Group’s manufacturing scale, initiating-systems capabilities and international footprint, supporting Omnia’s ambition to create a global mining solutions business of scale.

In agriculture, Omnia’s Southern African Development Community business, brand, differentiated product portfolio, its Nutriology model and growing international biostimulants platform can leverage Solar Group’s presence to expand market access and support the combined company’s broader growth and diversification ambitions, the company says.

The proposed transaction reflects significant inward foreign direct investment and confidence in South Africa’s economy and the prospects of its mining, agriculture and manufacturing sectors.

The parties state that Solar Group recognises the importance of South Africa’s broad-based black economic empowerment requirements and public-interest considerations and Omnia’s broader role in South Africa. It intends to support Omnia’s continued contribution to economic transformation, inclusive growth and sustainable development.

Solar Group is also committed to the continued development of Omnia’s employees through skills development, technology and R&D transfer and broader international exposure.

Until the completion of the proposed transaction, Omnia and Solar Group will continue to operate independently with a continued focus on customers.