RMBadvisesonlandmarkR5.7billiontransactionbetweenRFGandPremier

 

RMB leads landmark R5.7bn FMCG sector acquisition

RMB partnered with RFG Holdings Limited as sole financial adviser and transaction sponsor on its R5.7 billion acquisition by Premier Group Limited. The transaction brings together two established consumer goods businesses in one of the most significant public M&A transactions in the fast-moving consumer goods (FMCG) sector in South Africa in recent years.

RMB was able to lead and execute a complex, public market transaction that required deep regulatory expertise, valuation alignment and co-ordinated stakeholder management.

The challenge

RFG and Premier both sought a strategic partner that could support their combined long-term growth, unlock value for their shareholders and strengthen their respective competitive positions in a consolidating sector. The parties required a transaction structure that balanced the interests of multiple stakeholders while managing public market sensitivities, valuation considerations and a range of regulatory processes across several jurisdictions.

Given the scale and strategic importance of the transaction, the execution demanded careful alignment on price, early shareholder engagement and a co-ordinated approach to multi-jurisdictional regulatory approvals.

RMB's solution

RMB acted as sole financial adviser and transaction sponsor to RFG, leading the full execution of the transaction. This included valuation support, regulatory engagement, negotiation support and overall management of the transaction. RMB also provided the TRP Guarantee to Premier as part of the transaction.

The team worked closely with RFG and its key shareholder, Capitalworks from an early stage to develop a structure that delivered a compelling value outcome for RFG shareholders. Through deep sector knowledge, tactical insight and close collaboration with multiple stakeholders, RMB helped secure early shareholder support of 77.7% ahead of the announcement and guided the parties through a complex public M&A environment.

Results and benefits

The transaction unlocks meaningful value for RFG shareholders, who benefit from a significant premium to RFG’s pre-announcement trading price. The transaction positions the combined group for enhanced scale, improved competitiveness and long-term growth as a leading South African FMCG business across South Africa, Botswana, Eswatini and Namibia.

The strong post-announcement trading performance of both RFG and Premier underscores the strength of the strategic fit and drives wider FMCG consolidation.

The transaction reinforces RMB’s successful track record in public M&A and demonstrates the bank’s ability to partner with clients on complex, high stakes transactions.

Client	RFG Holdings Limited
Deal value	R5.7 billion
Sector	Consumer packaged goods
Capabilities	Public M&A advisory, regulatory advisory, structuring, transaction sponsorship, valuation support, regulatory and stakeholder management, cross border co-ordination
RMB's role	Sole financial adviser and transaction sponsor
Country	South Africa, Botswana, Eswatini, Namibia