Shares in document specialist group Metrofile jumped as much as 17% on Wednesday after shareholders received an offer of R3.25 cash per share from a special purpose company for their securities. The offer is for a maximum of R1.37bn.
In late March, the document specialist group informed the market of a bid by an unnamed suitor to buy the company and that it had constituted an independent board to consider the offer, in a sign that the group was taking it seriously.
The group, together with its suitor, on Wednesday revealed for the first time details about the deal’s valuation, conditions and settlement mechanisms.
Metrofile said in a statement it had entered into an implementation agreement with a special purpose company and its holding company, Mango Holding Corp.
The offer represented an opportunity for Metrofile shareholders to realise significant value and for Metrofile’s key stakeholders to participate in its digital expansion, the company said.
Metrofile shareholders have an opportunity to realise their investment at a significant cash premium to the volume-weighted average price of their shares for the 30 trading days to March 25.
The offer would also realise significant value for Metrofile’s broad-based BEE shareholders, it said.
In morning trade on the JSE the shares were 17% higher but by the afternoon they had trimmed some the gain slightly, up 14.23% at R2.97. Year to date, the share is up 30%.
Founded in 1983, the group has been listed on the JSE since 1995, with empowerment partner Mineworkers Investment Company (MIC) being one of its largest shareholders with 39.2% equity. Other key investors include Project Sauter, holding 8.53%, Afropulse Group at 0.11% and Sabvest Investments at 4.97%.
Valued at R1.29bn on the JSE, the group operates across 36 locations, with 72 facilities covering 119,000m² of warehousing space. It provides records and information management services in SA, Kenya, Botswana, Mozambique and the Middle East, with SA accounting for more than half of its revenue.
The major investors, which account for 52.81% of equity in Metrofile, have given irrevocable undertakings to support the offer.
For Metrofile, the offer accelerates its digital transformation, which began in 2016, and will improve access to expertise and new markets.
“Metrofile’s employees, customers and partners will benefit from improved digital services and information management solutions, by aligning the business with investors focused on strategic growth, innovation and operational excellence,” it said.
For the buyer, the offer represents a strategic opportunity to establish a regionally diversified platform in information management and digital services through an immediate presence in key markets in Africa and the Middle East and leveraging Metrofile’s established presence and brand.
Last week, the group said discussions with Main Street 2093, a special purpose vehicle through which the potential transaction would be implemented, “continue to progress and remain at an advanced stage, though the timeline has been extended due to regulatory engagements”.
Main Street 2093 is held by a newly incorporated holding company in Delaware, whose shareholding is now held by WndrCo, one James Simmons and his family and “selected high net worth individuals”.
The company will be delisted from the JSE when the deal is implemented.
Update: September 17 2025
This story has new information.
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