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2023 Annual - (released February 2024)

SA's quarterly Private Equity & Venture Capital magazine

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2023 PRIVATE EQUITY DEAL OF THE YEAR

by Michael Avery

Catalyst magazine has always prided itself on recognising excellence in the South African private equity industry, and we are, once again, delighted to present a curated showcase of shortlisted candidates for the prestigious Private Equity Deal of the Year Award 2023. Among the contenders, one theme unites them: the exploration of growth on the African frontier.

Exit by Carlyle Group of Tessara to AgroFresh

AgroFresh has been a pioneer in post-harvest technology for over 20 years, and got its start with the commercialisation of the SmartFresh™ Quality System – the industry’s leading post-harvest solution to maintain produce freshness and quality. It is now used in over 50 countries and across multiple crops, including apples, pears, plums, kiwis, mangos, broccoli and avocados. 

AgroFresh is a global AgTech innovator with a mission to prevent food loss/waste and conserve the planet’s resources by providing a range of science-based solutions, data-driven digital technologies, and high-touch customer services. AgroFresh supports growers, packers and retailers with solutions across the food supply chain, to enhance the quality and extend the shelf life of fresh produce.

AgroFresh’s comprehensive portfolio has expanded to include plant-based coatings, antimicrobial solutions, equipment, and digital platforms that help improve quality and reduce waste across the supply chain, from harvest to home.

Founded in 1985, Tessara is a well-established business with a strong brand and a growing global market position in Sulfur Dioxide (SO2)-based sheets for use in the preservation of fresh produce. Its flagship product is Uvasys, a SO2-based sheet, primarily used to protect table grapes against Botrytis infection, which is responsible for almost 50% of all post-harvest agricultural loss. Uvasys also enhances transportation, export and storage of grapes.

 

Tessara has rapidly grown its business, both in South Africa and internationally, with exports now representing more than 65% of annual sales.

Essentially, it’s a preservation technology that releases a gas over the fruit and stops a fungus forming in the fruit for two-and-half months.

The key intellectual property was developed at Stellenbosch University during the 1990s. The founders purchased the technology and commercialised it.

RMB Ventures was instrumental in the first vintage of Tessara’s private equity journey, when they co-invested in the company (Grapetek, as it was known then, in 2012) with founder, Pieter van der Westhuyzen, members of his senior management team, and black-owned private equity house, Pan-African Private Equity Funds.

Van der Westhuyzen, with his partner of 10 years, Pieter van der Merwe, built Grapetek from a small local business into an international success story.

“We are proud of the Tessara team and our distinctly South African roots and culture,” notes Jaco Smit, CEO of Tessara. “We are also humbled and excited to be part of AgroFresh, the leader in the post-harvest AgTech space. Together, we will leverage our combined network and innovation resources to build a world-class market leader.”

Local Advisers:
Bowmans, White & Case (SA), ENS, Webber Wentzel and EY.

Comment from the Independent Panel: The challenges of familiarising a foreign buyer with South Africa under very tight time deadlines was noted.

Private equity is ideally suited to companies looking for more than just capital, but partners who can help the founders to elevate their business, establish succession planning, or develop the scaffold to scale internationally. Tessara is one of those – an exceptional business solution backed by valuable intellectual property, with strong cash generation and even hard currency earnings diversification. It’s why RMB Ventures acquired an interest over 10 years ago, and why Carlyle saw value when RMB decided to exit. It’s also why it’s on the Catalyst shortlist for Deal of the Year once again. This time, AgroFresh, a global  leader in post-harvest produce freshness solutions, has taken a bite from Carlyle. 

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PICK OF THE BEST (in no particular order)

Capitalworks’ exit of Robertson and Caine to Vox Ventures

While, on the surface, South Africa’s political economy appears choppy with some dark clouds overhead, any good scuba diver will attest that, sometimes, the true picture is only revealed once submerged in the depths.

It’s a view echoed in respected private equity house Capitalworks’, recent investment in and successful exit of Robertson and Caine, the Cape Town-born and operated boat builder. 

Robertson and Caine, a factory in Cape Town that crafts luxury catamarans, found itself under new ownership last spring when the PPF Group, a Czech investment firm, acquired it for a hefty 2 billion koruna (CZK). Now, the factory is gearing up to unveil its inaugural electric boat.

Capitalworks’ exit demonstrates that skilled operators can still navigate the many challenges presented by the local operating conditions in South Africa, add value, and exit to global buyers who have similar faith in the underlying value proposition.

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Capitalworks’ principal and deal lead on the transaction, Darshan Daya, believes that, challenges notwithstanding, “South Africa still offers good private equity investment opportunities, as the economy is quite diversified, providing unique opportunities to partner with private businesses that are exposed to niche pockets of growth (like Robertson and Caine).”

Capitalworks invested in Robertson and Caine in 2015, citing the company’s dominant position in the local boat manufacturing sector and its promising growth potential, given its substantial global appeal.

“It was our first investment into the global leisure market, and a welcome addition to our portfolio at the time,” explains Daya, “as it offered further diversification to an attractive growth sector.” US$25m or approximately R350m was invested at the time.

“Over the eight years that Capitalworks was invested in Robertson and Caine, we worked actively with John Robertson and the management team to grow the business and enhance its strategic positioning. With the business on track to grow its boat volumes by over 50%, relative to when we invested in 2015, off the back of considerable investment in new models, facilities, skills development and building capacity in the supply chain, Robertson and Caine and its Leopard branded catamarans are regarded as one of the global leaders in the manufacture and design of blue water cruising catamarans.

“With the achievement of these transformative objectives for the business, Capitalworks had maximised the value we could bring to the business, and we recognised that Robertson and Caine needed a different type of strategic partner to take the business to the next level. The strong platform and global recognition that was developed also attracted interest from strategic long-term investors, who recognised the further potential for Robertson and Caine and the Leopard brand.”

The closing of the sale to Vox Ventures offers exciting new opportunities for Robertson and Caine to leverage PPF’s significant manufacturing and technical expertise to continue to grow and develop the Leopard brand.

Vox Ventures is a wholly-owned subsidiary of PPF Group, an international investment company that operates in 25 countries, investing in multiple sectors, including financial services, telecommunications, media, e-commerce, biotechnology, real estate, mobility, nautical services and products. PPF Group’s reach spans from Europe to North America and across Asia. As at December 2022, the Group owned assets to the value of €40bn and employed 61,000 people around the world.

PPF’s focus is global. They created a joint venture with Groupe Beneteau Blue Sea Holdings, a French leisure vessel maker. This French corporation has acquired shares in Dream Yacht Charter and Navigare Yachting, both charter companies.

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Dream Yacht and Navigare, two French firms, have a combined fleet of around 1,000 boats. Together with the online booking site, SamBoat, they have a 10% share of the global charter market, producing approximately $1,5bn each year.

Although this is PPF’s first investment in South Africa, they are a renowned organisation with extensive experience and resources in various industries, including other investments in the maritime sector, in boat charter and marina investments.

The transaction aligns with the government’s objective of attracting foreign direct investments. This transaction is the largest FDI in the boat-building sector in SA, and represents a strong show of confidence and a significant endorsement of the world class skills, intellectual property and manufacturing capacity that the region has developed in the maritime sector.

On closing the transaction, Didier Stoessel, Chief Investment Officer (CIO) of PPF Group, commented: “PPF is pleased to have agreed this transaction with Robertson and Caine’s founder and shareholders, who have achieved much success in building the Leopard brand. The quality of workmanship, skills and expertise of South African boat builders has attracted our investment. We are looking forward to working with the company’s exceptional management team and employees to smoothly transition ownership and further build on the excellence the company has delivered over its more than 30-year history.”

Daya said that the deal came with some unique challenges, given it was PPF’s first investment into South Africa, and Africa.

“We had to work with PPF to unpack the impact of the various challenges that South Africa is experiencing, including load shedding and the port/logistical backlogs, on the business. Additionally, we had to work with PPF to ensure that all the regulatory requirements and approvals were timeously obtained.”

But Daya says Capitalworks was very encouraged by the constructive engagement with the regulatory authorities.

“The business was able to commit to various positive supplier related initiatives, as well as initiatives to develop and train the people of Robertson and Caine as part of the transaction.”

Daya believes that private equity will continue to find good wind in its dealmaking sails in South Africa.

“Given the world class manufacturing capabilities in many sectors in the economy, as well as the depth of high quality, innovative management teams, we continue to believe that international buyers will see good value and opportunity in acquiring growing private equity backed businesses. This has been evidenced further in recent private equity exits to international buyers.” 

Local Advisers:

CMS, Werksmans, Webber Wentzel and PwC.

Comment from the Independent Panel:

This was a successful exit in a highly specialised industry.

RCL Foods’ disposal of Vector Logistics to AP Moller

A.P. Moller Capital (APMC), a Denmark-registered fund management company, has marked its second acquisition in the South African market with a binding agreement to acquire Vector Logistics, the leading frozen logistics operator in South Africa. This strategic transaction promises to reshape the landscape of the logistics industry in the region.

The journey leading to this transformative deal began in 2021 when RCL Foods, a major player in the South African food industry, which had come in for fierce criticism from shareholders and analysts after years of underperformance, embarked on a strategy to reshape its portfolio for sustained profitability. The company announced its intention to separate its poultry and logistics components from its core value-added business, setting the stage for dedicated focus and far more strategic investments.

Months of meticulous engagement culminated in an announcement on 29 March 2023, confirming a binding agreement between RCL Foods and A.P. Moller Capital for the acquisition of Vector Logistics. The deal, valued at R1,25bn, received approval from the Competition Commission after six months, something AP Moller Capital Associate Andreas Hadsbjerg credits as a standout success feature of the transaction.

A.P. Moller Capital, a subsidiary of A.P. Møller-Maersk, one of the world’s largest shipping and logistics groups, is well-known for its investments in African infrastructure. Vector Logistics, South Africa’s leading frozen logistics operator, specialises in multi-temperature warehousing, distribution, supply chain intelligence, and sales and merchandising solutions.

The acquisition is not just a financial transaction; it represents an opportunity for Vector Logistics to accelerate its mission of “Going Beyond” in supply chain expertise and logistics services. A.P. Moller Capital aims to leverage its extensive operational and investment track record in Africa to drive growth for Vector Logistics, expanding its reach to meet the rising demand on the continent.

Hadsbjerg expressed enthusiasm for contributing to Vector Logistics’ transformative vision, emphasizing the growth potential and the impact on reducing food waste through the maintenance of the cold chain for food products.

For Vector Logistics’ Managing Director, Chris Creed, the backing of A.P. Moller Capital opens avenues for greater impact. He highlighted the potential for technological advancements, support for growth, and a robust commitment to Environmental, Social, and Governance (ESG) principles.

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Paul Cruickshank, CEO of RCL Foods, sees this transaction as a positive step forward for Vector Logistics, aligning with A.P. Moller Capital’s values and focusing on reshaping RCL Foods’ portfolio. The commitment to maintaining business as usual and minimising disruptions underscores A.P. Moller Capital’s dedication to preserving existing relationships and ensuring a smooth transition.

The legal aspects of the deal were navigated by the Corporate/M&A team from Baker McKenzie in Johannesburg. The team, led by Corporate/M&A Partner, Angela Simpson, played a crucial role in advising Remgro-owned RCL Foods on the completion of the sale.

Dipeel Parbhoo, Corporate Finance Transactor at RMB, emphasised the alignment of this disposal with RCL Foods’ revised strategy, positioning the company for sustained growth in its value-added consumer brands.

Local Advisers:

Rand Merchant Bank,  Baker McKenzie, White & Case (SA), Webber Wentzel and EY.

Comment from the Independent Panel:

This transaction represented a successful exit for RCL Foods and brought a European private equity fund into South Africa.

A.P. Moller Capital’s acquisition of Vector Logistics is not just a transaction, but a strategic partnership poised to redefine the future of frozen logistics in South Africa and beyond. 

Criteria used for the selection of the shortlist for Private Equity Deal of the Year:

  •   An asset with good private equity characteristics: a cashflow generative business and able to service an appropriate level of debt; a business model that is resilient to competitor action and downturns in the economic cycle; a strong management team that is well aligned with shareholders and capable of managing a private equity balance sheet; predictable capex requirements that can be appropriately funded.

  •   Deal size is a factor to filter deals, but plays a limited role for acquisitions. It does carry more weight for disposals.

  •   Potential / actual value creation – was the asset acquired at an attractive multiple? If the deal is a disposal, was it sold at an attractive price? What is the estimated times money back and / or internal rate of return?

There is limited information available in the public domain on private equity deals, and even somewhat educated guess work doesn’t provide all answers in all instances.

This is the 19th year in which the Private Equity Deal of the Year has been awarded. Nominations were received from advisory firms and judged by the Independent Panel, consisting of Nicky Newton-King, Phuthi Mahanyele-Dabengwa and James Formby.

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