Buying or investing in a business

Whether you are undertaking an acquisition, sale or management buy-out, we will work with you to develop a clear strategy and develop a plan that will ensure we achieve the best outcome for all stakeholders.

By utilising the GKA Capital network, we are able to bring international capability to your transaction that will address the challenges of cross-border transactions, while still driving towards the optimal price and terms.

Together, we have a vast amount of experience in conducting M&A transactions, deep sector knowledge and access to a wide pool of potentially interested parties, all of which are essential to optimising your outcome.

Cross-border investment by South African companies

Through access to markets and financial institutions overseas, provided by our membership of Acquisition Consulting Services, and through our own international contact we can provide research, advice and practical help for South African clients wishing to invest or otherwise do business overseas in various ways.

Specifically, we can:

  • identify potential acquisitions and joint ventures;
  • help set up a local branch in an overseas country;
  • find potential business partners, distributors and major customers; and
  • arrange sources of finance for overseas acquisitions and business operations.

 

Whatever the client’s chosen mode of access to overseas markets – acquisition, joint ventures, a local branch, partnership, distributorship or other marketing arrangements – we can organise the whole process of gaining market access. Through our partners in Acquisition Consulting Services, we would manage our client’s interest in the commercial and legal processes required in the particular country. Throughout, we would be the first point of call for the South African client and will be able at all times to brief the client on the current status of the transaction.

Investment in South Africa by foreign companies

For overseas companies wishing to establish themselves in a variety of ways in South Africa we can offer appropriate help, which includes:

  • Advice on all aspects of establishing a branch or making an acquisition in South Africa – in effect a feasibility study plus action programme.
  • Identifying targets for acquisition, and going through the entire purchasing transaction up to completion (as described earlier in the section on M&A transactions).
  • Providing office facilities for an overseas company wishing to set up a branch or make an acquisition, together with the accompanying corporate finance, tax, legal and immigration advice.
  • Finding potential business partners for a joint venture, or potential distributors.
  • Identifying potential major customers.

Extracts from the GKA Capital case files:

FINDING OUT HOW MUCH A BUSINESS IS REALLY WORTH

Wade Walker (Pty) Ltd, a successful electrical and instrumentation installer working mainly in the mining and process industries sectors in South Africa and overseas, and owned by its executive directors, retained us to find a buyer for the business.  The objective was to unlock the value built up over the last 20 years, and to secure good BEE credentials in order to protect the future of the business in South Africa.  We introduced the company to Safika Holdings, a first tier BEE investment group, and worked with Safika to produce a scheme – and a valuation of Wade Walker – that would meet the owners' objectives.  Safika retained RMB Corvest, the private equity arm of Rand Merchant Bank, who designed a funding scheme whereby Safika Holdings acquired 40% of Wade Walker’s equity.

The scheme – which valued Wade Walker at an amount close to our own valuation and was in other respects satisfactory – had the effect of also giving the company a market value. This was of considerable benefit to both the executive directors and to Safika when, a year later, Murray & Roberts made an offer for the whole of Wade Walker’s share capital.  The offer was accepted and the company is now an M&R subsidiary (and continues to be extremely successful).

MID CAP COMPANY - OUTRIGHT SALE AND BEE CREDENTIALS

A hightech packaging company, owned by the executive directors, was keen on finding a BEE partner.  We were retained and subsequently secured three offers.  Two were private equity offers from major banking groups also involving a BEE investor, in both cases for part of the company’s equity.  The third offer, from a smaller BEE investment group, was for the whole of the company’s equity.  All three offers valued the business at roughly the same amount, which was close to our own valuation.  The owners accepted the third offer, which was funded by the National Empowerment Fund.

MEDICAL SCHEME – TAKE OVER OFFER

A medium-sized medical aid scheme retained us to advise and report on a friendly offer it had received from a large financial institution to take over its administrative functions.  It was agreed that we would work with the financial institution’s corporate finance team as well as with the medical scheme’s management.  After submission of our first report, we were commissioned to prepare a second.  In the second report, we structured the offer within a five year strategic context in both financial and marketing terms, demonstrating compelling arguments for acceptance of the offer, but only if it could be substantially revised.  Our input provided a significant contribution to the medical scheme’s negotiating stance.

LISTED COMPUTER SERVICES COMPANY – FINANCING STRATEGY

We were retained by the executive directors of a JSE main board company in computer services to advise them on raising capital to fund current working capital requirements and provide for expansion.  We produced a financial model for the next five years based upon a number of different assumptions about future growth paths, and incorporated the model in a five-year business plan and financing proposition.  Our work included comparisons with the financial performance and capital structure of members of the company’s peer group in its industry sector.  The executive directors were given a basis for making strategic decisions about the future financing of the company with the options quantified in terms of the potential dilution of existing equity stakes.

CAPE WINE FARM AND WINERY – FINANCING STRATEGY

The business, owned by some 30 shareholders, mostly resident outside South Africa, and exporting a high proportion of its output, was experiencing profitability and cash flow difficulties because of oversupply in world wine markets and the strengthening of the rand in recent years.  The company’s major asset other than the winery was its freehold site, which had potential for residential development.  We were retained by the CEO (one of the larger shareholders) to advise on the way forward.  The information memorandum we compiled demonstrated, through its detailed analysis of current and prospective business performance, the commercial realities that were fairly harsh.  Whether because of our work or for other reasons, a small group of overseas shareholders banded together and, at the time that our assignment ended, were making an offer to the other shareholders to buy out their interests.

CONSTRUCTION ENGINEERING – MULTINATIONAL BEE DEAL

Kentz Group, a worldwide construction engineering business headquartered in Ireland and 90% owned by a Malaysian investment group, retained us to find a BEE partner for its South African subsidiary.  After a thorough search, and discussions between Kentz, ourselves and a number of possible partners, a deal was struck with Thebe Investment Corporation to the satisfaction of all parties, whereby Thebe acquired just over 25% of the equity of Kentz (Pty) Ltd.  The deal was technically complex, involving tax, IFRS and corporate structure issues arising from the Kentz Group’s structure.  We played a leading role in resolving these issues, together with the Thebe corporate finance team, Kentz Africa management and Webber Wentzel Bowen, the transaction's legal advisers.