Murray & Roberts' business rescue practitioners have concluded the Differential Capital transaction to acquire the multinational engineering and construction group's major mining interests, including the Cementation operations in both Africa and the Americas, as well as the Terra Nova Technologies (TNT) businesses.
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Murray & Roberts’ Joint Business Rescue Practitioners (BRPs) have successfully completed the Differential transaction, a milestone in the business rescue plan that secures the future of Murray & Roberts’ major mining services businesses across the world, as well as about 2,600 jobs and critical engineering capabilities.
The transaction, the centre piece of the business rescue plan, sees a group of investors led by Differential Capital acquire MRL’s major mining interests, including the Cementation operations in Africa and the Americas, as well as the Terra Nova Technologies (TNT) businesses.
MRL entered voluntary business rescue in November 2024 following a prolonged period of financial pressure within the broader Murray & Roberts group.
Valued at R1,27 billion, the transaction was Differential designed to preserve the value of MRL’s mining businesses and secure their future outside of the Murray & Roberts group structure.
The purchase price comprises an initial payment of R1bn and a deferred portion of R270 million payable 12 months thereafter. The transaction creates a new, financially independent mining services platform with operations across Africa and the Americas.
"From the outset, our focus has been on preserving viable businesses, protecting jobs and maximising value for creditors, while ensuring these specialist mining businesses could continue to contribute to South Africa's economy,” said Josh Cunliffe from Metis Strategic Advisors and one of the jointly appointed Business Rescue Practitioners of MRL.
He said the outcome was due to the constructive engagement of employees, creditors, funders, management, regulators, and our transaction partners, all of whom recognised the importance of securing a sustainable future for these businesses.
The transaction comes at a time when investment activity in the global mining sector is strengthening, creating new opportunities for specialist mining contractors. For Differential Capital, a South African investment firm specialising in complex Special Situations transactions, the quality of the businesses and their prospects presented a compelling opportunity.
“What attracted us was not simply the investment opportunity, but the opportunity to preserve a world-class mining services platform with deep technical expertise and a highly skilled workforce. Businesses like Cementation and TNT play a critical role in supporting the mining sector, which remains one of the foundations of South Africa's economy,” said Differential Capital's Head of Special Situations Fund, Mark Salmon.
“By retaining these capabilities, this transaction delivers meaningful value not only for our investors but for employees, clients, suppliers, and the broader mining ecosystem. It is an example of how long-term capital can be deployed to generate both commercial returns and positive economic and social outcomes,” said Salmon.
Throughout the process, Cementation, which was not itself in business rescue at any stage, retained its core operational capability, technical expertise, and workforce, enabling the business to continue servicing clients and pursuing growth opportunities without interruption.
The company's current projects include a five-year underground mining development and construction contract at Tharisa Minerals in South Africa, work at Mopani Copper Mines in Zambia, numerous projects in the Americas, and is has a "robust project pipeline" across international markets, he said.
With the transaction now complete, Japie du Plessis assumes the role of CEO of the new group, with Sibulele Songca appointed as chief financial officer.
Du Plessis said the transaction completion provided the certainty to focus on the next phase of growth:
"This is much more than a change in ownership; it is the start of a new chapter for us. Throughout this process, our employees continued to deliver, our clients continued to place their trust in us, and together we have preserved a business with exceptional technical capability. We are now focused on building on those foundations,” he said.
The BRP's said notwithstanding the closing of the Differential Capital Transaction, the business rescue process of MRL remains ongoing.
On the closing of the transaction, the BRPs were able to settle secured lender debt and post-commencement finance obligations. The BRPs did not, at this stage, expect to be able to make an unsecured creditor distribution until receipt of the deferred portion of the purchase consideration.
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