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Indian billionaire Satyanarayan Nuwal's Solar Industries India Ltd. has won the backing of Omnia Holdings Ltd. shareholders for its R21.8 billion ($1.31 billion) cash takeover of the South African explosives and fertilizer maker, putting Omnia on course to leave the Johannesburg Stock Exchange after 46 years.
Shareholders approved the deal at a scheme meeting held online on Thursday, Nov. 5, and Omnia published the results the same afternoon. Under the scheme of arrangement, Solar will pay R134.50 ($8.10) in cash for each of Omnia's roughly 162 million shares through its South African unit, Solar SA Investments. The offer is backed by an irrevocable bank guarantee.
The price was 14.3% above Omnia's closing price of R117.67 on Sept. 11, the last trading day before Solar made its firm offer, and about 71% above where the stock ended 2025. Once the scheme takes effect, Omnia will be removed from the JSE and its secondary listing on the A2X exchange will end.
What still has to happen
The shareholder vote was one of several hurdles. The deal still needs competition and regulatory approval in South Africa and from authorities covering the COMESA, East African Community and ECOWAS trade blocs, as well as Botswana, Namibia, Mali and Nigeria. Four companies with material contracts with Omnia must also consent to the change of control or waive their rights, and the Takeover Regulation Panel must issue a compliance certificate. All conditions have to be met by July 31, 2027.
Before the vote, holders of about 31.8 million shares, or 19.6% of the company, had indicated they would support the offer.
"Omnia is a high-quality business we have long admired," Manish Nuwal, Solar's managing director and chief executive and the founder's son, said when the offer was announced in September. Omnia Chief Executive Officer Seelan Gobalsamy said the deal "accelerates the execution of our growth strategy."
Nuwal's explosives group
Nuwal founded Solar in 1995 with a single explosives plant. The Nagpur-based company has grown into India's largest maker and exporter of industrial explosives and also makes ammunition and other defense products. It had a market value of about ₹2.02 trillion ($21.2 billion) in September, after its shares rose about 80% in a year. Nuwal and his family control the company, the source of most of his fortune.
Solar already has a footprint in Africa, with operations in Ghana, Nigeria, Tanzania and Zambia, and it owns Problast, a South African mining explosives company. Omnia would give it a much larger presence on the continent and beyond.
Omnia, which first listed on the JSE in 1980, supplies explosives and blasting services to miners through its BME business and sells fertilizer and other products to farmers. It also has a smaller chemicals unit and operations in Canada, Australia, Brazil and Indonesia. Revenue rose 6% to R24 billion ($1.45 billion) in its most recent financial year, and operating profit climbed 28%.
Figures were converted at R16.6 and ₹95.2 to the dollar.
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