American investors are looking to purchase Metrofile for R1.4 billion as they look to establish a presence in Africa.
JSE-listed Metrofile has entered into an implementation agreement with an offeror following months of cautionary announcements.
Metrofile is an information and records management company that offers data security, physical and digital storage and digital scanning.
It has a market cap of R1.3 billion following a massive rise in its share price since March, with the prospects of a sale pushing the price higher.
The offeror is a special purpose company, and its holding company is Mango Holding Corp (HoldCo).
The offeror has offered to acquire all the issued ordinary shares in Metrofile, excluding the Metrofile shares held by Metrofile’s subsidiaries.
The offeror is a newly independent incorporated limited liability private company and is a wholly owned subsidiary of HoldCo.
HoldCo itself is a newly incorporated limited liability private company incorporated in the State of Delaware.
The shareholding of HoldCo includes WndrCo LLC (40.4%), James Simmons and his family (25.3%) and selected high net worth individuals.
WndrCO is a technology investment firm founded in 2016 that focuses on the consumerisation of software.
The company employs professionals across Silicon Valley and New York City, focusing on bringing strong operating capabilities and unique networks of partners.
Its investor base includes leading institutions, corporate partners and family offices.
Simmons is an investor and entrepreneur with experience in the software and insurance industries.
Why the move
Metrofile said that the offer represents a unique opportunity for Metrofile shareholders to realise significant value.
It said the deal will allow key stakeholders to participate in Metrofile’s digital expansion.
It added that the offer will allow Metrofile Shareholders to realise their investment at a significant cash premium to the volume weighted average price (VWAP).
For Metrolfile, the offer is set to accelerate its digital transformation, which has been ongoing since 2016.
The offer will also improve access to expertise and new markets, while employees, customers and partners benefit from improved digital services and information management services.
It said this would be done by aligning the business with investors focused on strategic growth, innovation, and operational excellence.
For the American investors, the offer represents an opportunity to establish a regionally diversified platform in information management and digital services.
The offeror will be able to immediately establish a key presence in key markets in Africa and the Middle East, leveraging Metrofile’s established presence and brand.
The offer is a long-term investment by the offeror aligned with its strategy for operational engagement and reinvestment.
As per the deal, Metrofile will be delisted from the JSE. Shareholders will be offered a cash consideration of R3.25, representing a major premium:
| Date | Market Price | Offer Consideration Premium | 30-Day VWAP | Offer Consideration Premium |
| 25 March 2025 | R1.63 | 99% | R1.67 | 95% |
| 16 September 2025 | R2.60 | 25% | R2.62 | 24% |
