Metrofile Holdings will be acquired by a special purpose company wholly owned by Mango Holding in a cash-for-shares transaction that values the group at R3.25/share.

The deal and offer price, announced to shareholders on Wednesday through the JSE’s stock exchange news service, represents a substantial premium to Metrofile’s share price before talks became public.

Mango Holding is a newly incorporated company incorporated in Delaware in the US and ultimately controlled by WndrCo (40.4%), businessman James Simmons and his family (25.3%), and selected high-net worth individuals.

WndrCo is a multi-stage technology investment firm founded in 2016 with a thematic focus of consumerisation of software. It employs professionals in Silicon Valley and New York with “strong operating capabilities and unique networks of partners” and its investor base includes “leading institutions, corporate partners and family offices”, Metrofile said. James Simmons is an investor and entrepreneur with “extensive experience in the software
and insurance industries”.

Metrofile, founded in 1983 and headquartered in Johannesburg, is a major provider of records and information management services.

The company began as a physical storage business but has steadily expanded into digital solutions, including cloud hosting, workflow automation and content management. It operates across South Africa, Botswana, Kenya, Mozambique and the Middle East, serving both public and private sector clients.

Delisting

On 25 March 2025, just before the company issued a cautionary announcement to investors, its shares closed at R1.63, making the offer almost double that level. The Metrofile board said the scheme provides shareholders with an opportunity to realise significant value from their investment, while giving the business access to the resources and expertise needed to accelerate its transformation.

If approved, the transaction will see Metrofile delisted from the JSE. The acquiring group intends to use the company as a platform to expand further into information management and digital services across Africa and the Middle East, leveraging Metrofile’s existing infrastructure and customer relationships.

Read: South Africa’s Metrofile takes on the cloud giants

Several conditions must still be satisfied before the deal can close. These include lender approvals under Metrofile’s credit facility, written consents from counterparties to contracts with change-of-control provisions, and various regulatory approvals. The parties have set 15 April 2026 as the “long stop date” for these conditions to be fulfilled.

Support for the offer already appears strong. Shareholders holding 52.8% of Metrofile’s issued shares (excluding treasury stock) have given irrevocable undertakings to vote in favour of the scheme. An independent board committee has been formed to evaluate the transaction, and Tamela Holdings has been appointed as independent expert to opine on whether the offer is fair to minority shareholders.

The company said further details, including the dates of the shareholder meeting and the timetable for implementation, will be published in a circular to shareholders. Metrofile has also withdrawn its earlier cautionary announcement following the signing of the agreement. — © 2025 NewsCentral Media