DealMakers - 2025 Annual
Deal of the Year
The demerger and accelerated placement of Valterra Platinum
The unbundling of Anglo American Platinum (renamed Valterra Platinum) was part of a far-reaching streamlining of Anglo American’s portfolio that the group embarked on in May 2024 during BHP’s ultimately failed hostile takeover bid. This marked a critical turning point in the execution of Anglo’s strategy, which included portfolio simplification and the unlocking of significant value for its shareholders. Following the demerger, Valterra remains one of the world’s leading integrated producers of platinum group metals (PGM).
The transaction involved two parts – a demerger and an accelerated placement.
The demerger was structured through a distribution in specie of a portion of Anglo’s 67% stake in Anglo American Platinum (AAP). Qualifying shareholders received 110 AAP shares for every 1,075 Anglo shares, with Anglo retaining a 19.9% stake in AAP. 136,262,383 AAP shares were unbundled at R704.72 per share, valued at R96bn. AAP was renamed Valterra Platinum, and a secondary listing on the LSE was obtained in May.
Valterra has added R262bn to its market capitalisation (R70bn in the month after its split from Anglo) amid surging platinum prices which continue to upgrade its investment case. In addition, it has delivered R5bn in cost savings, unlocking a cash windfall as it rides the wave of soaring metal prices.
Local Advisers to the demerger: Goldman Sachs, Morgan Stanley, Merrill Lynch, Investec Bank, Rothschild & Co, Rand Merchant Bank, Webber Wentzel, Bowmans, Deloitte and PwC.
Local Advisers to the accelerated placement: Standard Bank, Merrill Lynch, Goldman Sachs, Morgan Stanley, Rothschild & Co, Webber Wentzel, Bowmans, Deloitte and PwC.
The LSE listing provided a pivotal step in Valterra’s evolution as a standalone platinum group metals (PGMs) business, and complemented its primary listing in Johannesburg. The market value of c.$10,5bn (R200bn) makes it one of the largest standalone PGM producers globally. The offshore listing provided access to deep pools of international capital and increased share liquidity, and the JSE listing ensures continued alignment with local stakeholders.
The second leg of this deal was the disposal by Anglo of its remaining 19.9% stake in Valterra, following the expiry of the 90 day lock up. 52,205,943 shares were sold at R845 per share, via an accelerated bookbuild valued at R44,1bn ($2,5bn). The offer was oversubscribed multiple times over. This marked the largest accelerated bookbuild in South African history, and the complete exit of Anglo from Valterra, creating a fully independent party.
The accelerated placement eliminated any perceived overhand, and enhanced its free float and liquidity. The free float increased from 21% (pre-demerger) to over 80% (post-demerger), further enhancing liquidity and the potential for index inclusion.
Operationally, the demerger has enabled Valterra to streamline its operations and decision-making processes, with the company now having the flexibility to optimise its cost base, invest in digital transformation, and respond quickly to changes in PGM prices or requirements. About 40% of the global PGM supply passes through Valterra’s smelting and refining facilities in the North West province.
Valterra plans to focus on modernising its processing facilities and expand its downstream capabilities in South Africa. Valterra is now able to pursue growth projects and innovations, such as investments in hydrogen fuel, cell technology and expansion into battery metals, which are aligned with its core business.
Value creation was achieved in a number of ways. The dual listing opened Valterra to a significantly wider pool of capital. The flowback risk was one of the most material threats to value in the transaction. The measures developed helped avoid a disorderly sell-off, and provided the market with confidence during the transaction. The secondary listing allowed Anglo shareholders who could not hold shares on an emerging market exchange (such as the JSE) to hold the Valterra shares in London. In addition, for Anglo, the transaction unlocked portfolio value by releasing trapped value from a non-core asset, allowing it to refocus on its core portfolio.
Independence from Anglo offers Valterra investors a better chance to benefit from positive shifts in PGM prices, which are expected to remain elevated over the next two years after surging to record highs in 2025. The PGM heavyweight’s share price has climbed 240% since its split from Anglo in June 2025, cementing its spot as the world’s largest PGM producer.
Comment from the Independent Panel: This was a complex demerger with intricate separation arrangements between Anglo American and Valterra. It required careful management of flowback given the different shareholder registers between Anglo and Valterra. A highly successful ABO, believed to be the largest in JSE history, received strong local and international support. In addition, it was a landmark deal in the mining industry and demonstrated the strength and depth of the South African capital markets.
Pick of the best in no particular order
Aspen Pharmacare’s sale of assets to BGH Capital
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The disposal by Aspen of its Asia-Pacific assets (excluding China) to an Australian private equity firm – following an unsolicited offer of R26,5bn on a cash-free, debt-free basis – realises significant value for shareholders, the flexibility to reduce debt levels, and the opportunity to focus on strategic areas of growth.
Prior to the sale of its Asia-Pacific (APAC) assets, Aspen – a global speciality and branded multinational pharmaceutical company – had a presence in both emerging and developed markets, with more than 9,300 employees at 63 established offices in over 46 countries and territories. It improves the life of patients in more than 115 countries.
The transaction was complex, having to cater for various change of control and regulatory approvals. In addition, the multi-jurisdictional, cross-border transaction involved the sale of multiple entities and intellectual property assets across various geographies in the PAC region, necessitating the finalisation of various transaction agreements.
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Local Advisers: Rand Merchant Bank, Bowmans, Webber Wentzel, Norton Rose Fulbright South Africa and EY.
The Coca-Cola Company and Gutsche Family Investments’ sale of a 75% interest in Coca-Cola Beverages Africa
The sale to Coca-Cola HBC for a total consideration of US$2,6bn (R44,7bn) represents one of the largest transactions in the group’s recent history, making it the second largest Coca-Cola bottling partner globally. It has an option to acquire the remaining 25% of Coca-Cola Beverages Africa (CCBA) within a six-year period. Once finalised, Coca Cola HBC will represent two-thirds of Africa’s total Coca Cola system volume and cover over 50% of the continent’s population.
Coca-Cola will sell 41.52% of its 66.52% stake in CCBA to Coca-Cola HBC, and Coca-Cola HBC will acquire 33.48% of CCBA held by Gutsche Family Investments (GFI). In total, the transaction values 100% of CCBA at an equity value of $3.4bn.
Aspen’s Australian and New Zealand operations have been instrumental to Aspen’s growth, marking its first expansion outside South Africa in the early 2000s. The APAC region has grown, both organically and through acquisitions, becoming one of Aspen’s key regions. The APAC assets being sold include Hong Kong, Taiwan, Malaysia and the Philippines, which constituted 18% of Aspen’s total revenue and 26% of its core profit for the year ended 30 June 2025.
The offer received for the APAC business represents a fair value, and provides a tangible demonstration of the value created within the group over time. In line with the group’s strategy to unlock the underlying sum-of-the-parts value, the transaction delivers a significant realisation of value to shareholders. The deal implies an enterprise value multiple of approximately 11 times normalised FY 2025 EBITDA (earnings before interest, taxes, depreciation and amortisation).
In line with Aspen’s capital allocation model, the net proceeds of the proposed transaction will be allocated primarily to reducing debt and optimising the group’s capital structure, substantially reducing financing costs, and simplifying its lender base.
At the end of its last financial year, Aspen’s debt was R31,2bn, and its debt-equity ratio was modest by the global standards of the sector at under 40%.
The sale of the business, which accounted for a quarter of group EBITDA in the most recent financial year, will enable the group to focus more acutely on the identified drivers of future growth and performance. More specifically:
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(i) Sustainable organic revenue and EBITDA growth for its Commercial Pharmaceuticals business, underpinned by its strong emerging market footprint, higher profit contribution from the recently reshaped business in China, the growth strategy for blockbuster diabetes and weight-loss treatment Mounjaro in Africa (for which Aspen is Eli Lilly & Co’s local distributor), and executing plans for the launch of Aspen’s generic semaglutide GLP-1 injectable products in Canada and key emerging markets;
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(ii) the implementation of the strategy to reshape the loss-making facilities in France and South Africa of the Sterile Finished Dose Form Manufacturing business that produces sterile drugs entirely free from living microorganisms to cut costs. The aim is to restore them to profitability by FY 2027;
(iii) generating strong, free cash flow, supported by achieving
an operating cash conversion ratio greater than 100%,
and to reduce capital expenditure and lower working
capital investment.
Comment from the Independent Panel: The deal involved multiple entities and intellectual property assets, offering compelling value to Aspen while allowing the business to degear. It was a complex multi-jurisdictional transaction.
CCBA, the largest Coca-Cola bottler in Africa, was formed in 2015 through the merger of The Coca-Cola Company, SAB Miller and GFI bottling operations in Southern and Eastern Africa. It is the eighth largest bottler in the world by revenue, operating in 14 countries on the continent and accounting for about 40% of all Coca-Cola product volume sold across Africa. Coca-Cola HBC is one of the largest Coca-Cola bottlers in the world, with operations in 29 countries across Europe and Africa, including Nigeria and Egypt.
The acquisition is being funded through a new bridge financing facility of £1,4bn to cover the cash consideration, with Coca-Cola HBC shares issued to GFI representing 5.47% of Coca-Cola HBC’s enlarged issued and outstanding share capital. The Gutsche family has been involved with The Coca-Cola Company business in southern and East Africa for 85 years, and will remain invested in the Coca-Cola system, and Africa, through its shareholding in Coca-Cola HBC.
The financial effects of the acquisition are:
• expected to be low-single digit EPS accretive from the first full year following completion.
• leverage post completion expected to be towards the top end of Coca-Cola HBC’s medium-term target range of 1.5 - 2.0 times net debt to EBITDA (earnings before interest, taxes, depreciation and amortisation), with no expected impact to credit rating, and a clear commitment to sustainably maintaining a strong investment grade profile.
• Coca-Cola HBC’s existing capital allocation priorities remain unchanged, but the share buyback programme will be cancelled.
The deal ushers in the next chapter of growth for CCBA. Coca-Cola HBC has a strong track record of growing the Coca-Cola system across Africa, having strong market share growth in Egypt, and realising strong volume and share growth in Nigeria over the past several years.
With best-in-class bespoke capabilities, commercial expertise, and an industry-leading approach to sustainability and communities, it has the winning formula to drive sustainable, profitable growth and create value for all stakeholders. The group has a deep understanding of the compelling proposition that Africa presents. It has a sizable and growing consumer base, and there are significant opportunities to increase per capita consumption.
The acquisition of CCBA is expected to be completed by the end of 2026, subject to the satisfaction of conditions, including customary regulatory and antitrust approvals. As part of the new deal, Coca-Cola HBC plans a secondary listing on the JSE.
Local Advisers
Local Advisers: Rothschild & Co, Goldman Sachs, Herbert Smith Freehills Kramer, Bowmans, Cliffe Dekker Hofmeyr, ENS, Webber Wentzel and PwC.
Comment from the Independent Panel: The deal created a global Coca-Cola bottler powerhouse with major growth potential in Africa, covering more than 50% of Africa’s population. Future inward listing of Coca-Cola HBC onto the JSE.
The acquisition of Curro by the Jannie Mouton Stigting
The R7,34bn deal sees Curro shift from a for-profit to a public benefit entity (PBO), with significant ground-breaking public benefit implications. The transaction presented an opportunity to unlock value for existing shareholders at a significant premium, and to create a long-term education legacy.
Curro is South Africa’s largest independent school network, with over 70,000 students across the country. Its services include digital learning and various curricula tailored for specific students, as well as pre-school, primary, and secondary school offerings. It listed on the JSE in 2011 at a price of R4.00 per share.
Jannie Mouton established the Jannie Mouton Foundation (acting through a Trust), a PBO, in 2004 as a means to further invest in the country’s education, to which he has donated a significant portion of his wealth. Prior to the deal, the Foundation held a 3.36% stake in Curro.
As per the offer, the Foundation’s existing shareholders will receive a minor cash consideration, as well as shares in Capitec and PSG Financial Services, both companies within the broader Mouton investment stable. The R13.00 share offer, which represents a 60% premium to the share price prior to the announcement, is structured as follows:
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A cash consideration of R0.85837 per scheme share (which will comprise c.6.6% of the scheme consideration.
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Capitec shares in the ratio of 0.00284 Capitec shares per scheme share (which will comprise c.79.7% of the scheme consideration);
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PSG Financial Services shares in the ratio of 0.07617 PSG Financial Services shares per scheme share (which will comprise c.13.7% of the scheme consideration).
On 9 January 2026, the closing price of Capitec was R4,185.89 per share and PSG Financial Services was R26.89 per share. This represents an offer of R14.18 per share, which translates to a 74% premium.
The delisting of the company on 13 January 2026, and its reincorporation as a non-profit organisation, gives it the flexibility to reinvest all profits by expanding its bursary programme and building schools in rural and lower-income areas. Surpluses are to be funnelled into bursaries, school expansion, and subsidising fees for lower-income learners. Rather than reducing school fees, it aims to fund at least 12,000 full bursaries for underprivileged children, build schools in underserved areas, and improve facilities.
While the transaction will certainly redefine private education, public opinion as to the reason for the deal varies, ranging from an act of philanthropy to the need to adjust the current model away from the shareholder spotlight – a move in response to the decline in demand for private schooling. This aside, the transaction represents an extraordinary milestone in South African corporate activity, combining shareholder value creation, structural innovation, and societal impact. Shareholders will receive a compelling premium and a high-quality consideration mix, comprising shares in two strong, liquid and high-performing companies.
The transaction did not require the approval of shareholders in terms of the JSE Listings Requirements, but as a scheme of arrangement, it qualified as an ‘affected transaction’, requiring approval of the Takeover Regulation Panel and shareholders.
The transaction faced significant complexity from a regulatory and execution perspective, given that it was the first of its kind in multiple respects, including the fact that the share consideration for the scheme comprised listed scrip owned by the offeror. Engagement with a myriad of regulators – SARS, CIPC, the Takeover Regulation Panel, the JSE and the Competition Authorities – was necessary. Over and above the South African process, the transaction was also notifiable in both Botswana and Namibia.
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Local Advisers: PSG Capital, BSM Sponsors, Cliffe Dekker Hofmeyr and BDO.
Comment from the Independent Panel: Noteworthy for the major philanthropic contribution of the Mouton family in this sector, which is vital for SA’s future. The legal structure was the first of its kind, requiring regulatory support and careful structuring. The scheme consideration was structured as cash and shares owned by the offeror, which is unusual.
Vodacom’s acquisition of an additional 20% stake in Safaricom
The transaction is a significant deal in the African telecommunications and mobile money services sector, taking Vodacom’s total ownership in the NSX-listed company from 35% to 55%, gaining majority control. The deal, valued at approximately R36bn (US$2,1bn), will accelerate growth and deepen Vodacom’s impact across Africa by unlocking new opportunities to drive digital and financial inclusion at scale in Kenya and Ethiopia. The deal was among Africa’s largest telecom deals in 2025.
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Under the terms of the transaction:
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Vodacom acquired the remaining 12.5% stake in Vodacom Kenya (an effective 5% stake in Safaricom) from Vodafone International for $500m (R9bn);
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Vodacom via Vodacom Kenya acquired 15% of Safaricom from the Government of Kenya (GOK) for $1,6bn (R27bn); and
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Vodacom Kenya acquired GOK’s right to receive future Safaricom dividends amounting to R7,4bn – these would have accrued to GOK on its remaining shares in Safaricom – for an upfront payment of $310m (R5,3bn). Proceeds from the sale will be used to seed Kenya’s National Infrastructure and Sovereign Wealth Funds.
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The stakes were acquired at KES34 ($0.26) per share, representing a 20% premium to the share’s closing price on the day prior to the announcement. The dividend monetisation was structured on expected dividends over three years, discounted at a 16.5% IRR (internal rate of return), and is expected to be paid down in just over two years. The government retains a 20% stake in Safaricom, and 25% remains publicly traded on the Nairobi Securities Exchange (NSE).
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As part of the deal, Safaricom will stay listed on the NSE and, from the Capital Markets Authority, Vodacom received permission to waive the requirement to make a mandatory offer to Safaricom minority shareholders.
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Vodacom will raise funding through loan agreements with Vodafone to finance the deal, and an externally sourced Kenyan-shilling facility guaranteed by Vodacom.
Safaricom assets combine telecommunications, fintech and technology services. It is a market leader in Kenya with a 65% customer market share, achieving a return of capital employed exceeding 50%. Safaricom has consistently delivered strong financial results, with industry-leading margins and resilient cash generation. Through the M-Pesa platform in Kenya, it drives high-growth fintech revenue, with expansion opportunities in Ethiopia and a growing suite of cloud, IoT and enterprise services.
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Vodacom serves 211 million subscribers across eight African markets and, targets 260 million subscribers and 120 million financial services users by 2030, with mobile money platforms processing $450bn annually.
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The acquisition aims to enhance Vodacom’s presence in the fintech sector, particularly through control of the M-Pesa platform, which handles 100 million daily transactions for roughly 38 million users. The deal will consolidate Vodacom’s capabilities in mobile payments, lending and digital wallets, supporting its broader financial inclusion strategy across the region.
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This transaction, which forms a key part of Vodacom’s Vision 2030 strategy, will mark a pivotal step in Vodacom’s journey to accelerate growth and deepen its impact across Africa. Acquiring a controlling stake in Safaricom strengthens the group’s position in the market, while at the same time unlocking new opportunities to drive digital and financial inclusion at scale in Kenya and Ethiopia.
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The transition required a number of regulatory approvals, including multi-jurisdictional approvals in Kenya and Ethiopia. The transaction required filings to be made to both COMESA and the Eastern African Community Competition Authority, and to competition authorities in Ethiopia.
Local Advisers: Standard Bank, Investec Bank, Cliffe Dekker Hofmeyr and Deloitte.
Comment from the Independent Panel: The multiparty negotiations resulted in the acquisition of an additional stake from the Government of Kenya in what would be regarded as a national asset. The deal will ultimately enable Vodacom to further drive financial inclusion in Kenya and Ethiopia.
