OpinionPREMIUM

SIBONGILE VILAKAZI| New owners, new realities: FlySafair’s governance test begins

The acquisition appears to be a win-win deal

The Safair Boeing 737-400 involved in a near-miss with a light aircraft flown by a student pilot at East London airport on August 25 2021.
The busiest and most profitable domestic airline, FlySafair, announced on February 10 2026 it had welcomed new shareholders. (SA Civil Aviation Authority)

The busiest and most profitable domestic airline, FlySafair, announced on February 10 2026 it had welcomed new shareholders. Subject to regulatory approval, Harith and its partners are set to acquire the airline.

The acquisition appears to be a win-win deal. Harith is a patient investor that mobilises capital for infrastructure development across Africa, while FlySafair is a strong business with proven operational rigour and a strategy to penetrate and connect the continent. According to FlySafair, the deal will not impact customers, employees or partners as Harith supports the airline’s existing strategy to enhance affordability, reliability and connectivity. Management will remain intact, while Harith provides the financial muscle for continental growth in line with its ambition to build an integrated transport network across Africa.

The transaction also resolves a material regulatory concern. The previous ownership structure — in which an Irish entity held 75% of the airline — conflicted with the Air Services Act’s 25% foreign ownership limit. A consortium of largely black South African investors brings the shareholding structure into compliance while advancing transformation objectives. On regulatory and empowerment grounds, the deal is constructive. If all regulatory approvals are obtained, FlySafair will have secured a neat shareholding solution — a confidence boost for its growth trajectory.

However, operationally, acquisitions are rarely neutral events. History shows acquisitions can either strengthen or destabilise a company. They test the resilience and patience of executives and boards because, even when implemented according to plan, many acquisitions fail to meet shareholder value expectations.

Global research consistently shows 60% to 70% of mergers and acquisitions fail to deliver expected shareholder value. Underperformance rarely stems from financial modelling errors alone. It more often arises from integration complexity, misaligned incentives, governance friction and cultural conflict. When ownership changes, expectations change. When expectations change, behaviour changes. Culture follows. Culture is the intangible ethos that defines how a company operates and it frequently determines the success or failure of an organisation more than financial modelling does.

Therefore, for FlySafair to state there will be no changes to strategy or management, and that it will be “business as usual”, may be optimistic. Harith is unlikely to expect business as usual; it will expect growth and enhanced shareholder value.

FlySafair reportedly commands roughly 67% of the domestic market. At that scale, incremental domestic expansion becomes structurally constrained. Sustainable growth must come from either price increases, ancillary revenue expansion, capacity optimisation or geographic diversification.

Harith’s infrastructure thesis suggests continental expansion is the likely growth lever. African aviation markets, however, present a materially different risk profile. They involve bilateral air service negotiations, currency volatility, infrastructure constraints, political risk and competition from state-supported carriers. Expansion north of South Africa is not an extension of domestic operations; it is a strategic shift. Such a shift requires recalibrated risk appetite, capital allocation discipline and potentially new competencies. Even if executive leadership remains in place, performance expectations will adjust. That adjustment is not cosmetic. It is cultural. Consequently, the most critical governance responsibility for the FlySafair board, following regulatory approval, will be active oversight of organisational culture. The board should direct management to begin systematically identifying potential cultural integration issues, setting cultural priorities and mapping out a clear cultural transition plan.

This work should commence concurrently with regulatory approval processes. Securing early commitment across both organisations is essential for sustained value creation. Harith and FlySafair leadership must understand how each organisation makes decisions, motivates employees and holds leadership accountable. Alignment on roles, performance indicators, expectations and decision rights should be established early in the acquisition process.

Acquisitions succeed when there is cultural alignment, clear strategic intent, rigorous due diligence, strong leadership and a well-defined risk register with mitigation plans.

Though FlySafair has confirmed executive leadership will remain unchanged, it remains unclear whether Harith will maintain the existing board composition. In infrastructure-led acquisitions, new controlling shareholders typically seek board representation. This is not adversarial; it is fiduciary logic. Capital requires oversight alignment. If Harith appoints directors, boardroom dynamics will inevitably evolve. Committee leadership, capital thresholds, risk tolerance and strategic oversight intensity may shift. Boards do not merely supervise management; they shape institutional tone and define acceptable risk.

Therefore, while this acquisition marks a significant milestone for FlySafair and Harith as it potentially pairs operational excellence with patient infrastructure capital — an attractive combination in a capital-intensive industry, it would be naïve to assume governance structures and organisational dynamics will remain untouched. Transactions that change ownership are never inert. They recalibrate power, influence ambition and adjust accountability thresholds.

To assume “business as usual” is optimistic. To prepare for disciplined integration is prudent.

• Dr Vilakazi is an academic and organisational development practitioner whose work focuses on building ethical, human-centred systems in business and institutions

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