Sanlam to acquire all the shares in Santam it does not already own
Sanlam today announced that it has entered into an implementation agreement with Santam to acquire all of the ordinary shares in Santam that it does not already own, by way of a scheme of arrangement. A firm intention announcement setting out the detailed terms of the proposed transaction has been released on SENS.
The transaction, which is subject to Santam shareholder and regulatory approvals, will see Sanlam acquire the remaining shares through its wholly owned subsidiary, Sanlam Life, which currently has an effective shareholding of approximately 63% in Santam. Once the transaction is completed, Santam will be a wholly owned subsidiary of Sanlam and will be delisted from the Johannesburg Stock Exchange, the Namibian Stock Exchange and A2X.
Under the transaction terms, eligible Santam shareholders will receive all-cash consideration of ZAR 505.0 per Santam share.
This reflects a 26.6% premium to the current spot of ZAR 399.0, 25.0% to the 30-day VWAP, and 28.6% to the 90-day VWAP, pricing the offer notably above Santam's all-time high share price of ZAR 451.7.
The Santam independent board, having considered the terms and consulted with the independent expert, confirmed that it unanimously supports the scheme and will recommend that eligible shareholders vote in favour of the scheme resolution at the general meeting.
The transaction is a natural next step in the longstanding relationship between Sanlam and Santam, which spans more than a century, and accelerates Sanlam's stated Vision 2030 ambition of "Simplifying the Group and Accelerating Quality Growth". It would align ownership with the longstanding strategic and operational relationship, create a stronger platform for deeper integration and long-term value creation across the Sanlam Group and provide Santam's minority shareholders with an attractive all-cash liquidity opportunity at a premium.
Strategic rationale
The transaction is anticipated to create meaningful benefits for Sanlam, Santam and the enlarged Sanlam Group, including:
Mutual transaction benefits
Operational efficiency and strategic alignment: sharpens strategic decision-making, simplifies governance and reporting and enables more effective capital allocation across the Sanlam Group.
Enhanced client proposition: supports a more integrated client proposition across general insurance, life insurance, asset management and other financial services capabilities, enabling the Group to better serve clients through a more coordinated offering.
Santam transaction benefits
Attractive liquidity event: provides Santam shareholders with compelling liquidity and value certainty through an all-cash consideration.
Long-term shareholder support: full private ownership deepens Sanlam's commitment to Santam's growth, backed by its scale, capital strength, distribution capabilities and broader financial services capabilities.
Reaffirming and accelerating strategy: accelerates Santam's long-term strategy, strengthening South African leadership, driving international expansion and scaling ecosystems through broader group partnerships.
Sanlam transaction benefits
Simplification of the group structure: simplifies Sanlam Group structure, strengthens equity story, enhances trading liquidity and consolidates market entry points.
Enhanced capital and strategic flexibility: enables greater flexibility to allocate capital, manage intra-group resources and execute strategic initiatives across the Sanlam Group.
Synergy realisation: unlocking the final layer of synergies and eliminating duplicated listing expenses.
"This is the natural next step in a partnership that has developed over more than a century. Bringing Santam fully into the Sanlam Group aligns ownership with the operational relationship that already exists, while providing Santam minority shareholders with an attractive cash liquidity opportunity at a premium. The transaction aligns with our Vision 2030 strategy of simplifying the Group, deepening integration across our businesses and allocating capital to opportunities that support long-term value creation. It also strengthens our role as a South African financial services champion, exporting local expertise across Africa and reinforces our long-term commitment to the continued growth and success of Santam,” says Sanlam Group CEO, Mr Paul Hanratty.
"Santam has thrived alongside Sanlam for over a century, and this proposal is a logical progression of that relationship. It provides our shareholders with an attractive, cash-certain outcome at a meaningful premium, while giving the business full access to the scale, capital strength and diversified capabilities of the Sanlam Group. For our clients, intermediaries and employees, it means continuity; deeper investment in the franchise; and a sharper platform to keep leading South Africa's general insurance market and expanding our footprint across the continent,” says Santam CEO, Mr Tavaziva Madzinga.
A combined circular with full transaction details is expected to be sent to Santam shareholders in due course. The general meeting to consider the transaction is expected to be held on or about 30 November 2026, with implementation targeted for Q1 2027, subject to customary regulatory approvals and closing conditions.