JSE-listed consumer packaged goods company Premier Group will acquire JSE-listed convenience meals company RFG Holdings through a share swap that will result in RFG shareholders collectively owning about 22.5% of the enlarged Premier Group.

Following the completion of the transaction, RFG will delist from the JSE.

RFG shareholders will be offered one Premier share for every seven RFG shares held. The share swap ratio is based on a reference price of R22 per RFG share and R154 per Premier share.

The transaction presents an opportunity for RFG and Premier shareholders to participate in the growth of the enlarged group that would generate annual revenue of almost R28-billion and a profit after tax of R1.7-billion, says Premier Group CEO Kobus Gertenbach.

The transaction will also enhance Premier’s free float on the JSE and boost liquidity in the Premier share, he adds.

“RFG is a highly attractive acquisition opportunity for Premier, with its market-leading position in convenience meal solutions, strong market share positions across key product categories and its portfolio of well-established brands,” he says.

Specifically, RFG’s diversified and well-balanced portfolio is a complementary addition to Premier’s product offering.

“While our two businesses share common customers, there is no overlap in the products and categories in which RFG and Premier operate. RFG, therefore, represents a complementary addition to the Premier portfolio, with limited integration risk.

“Additionally, the transaction will unlock value and deliver significant synergies while increasing the scale of the operations by integrating RFG into Premier,” Gertenbach says.

The transaction presents a compelling strategic rationale for creating a stronger player in the food producer sector while retaining the strengths that have underpinned RFG’s success, says RFG CEO Pieter Hanekom.

Further, RFG’s senior management are expected to remain in their current roles to run the RFG operations within Premier, which will ensure continuity in RFG’s manufacturing operations and customer service.

Meanwhile, Premier’s market capitalisation since listing on the JSE in March 2023 has increased by R13.1-billion to R19.8-billion.

The company has delivered a return on invested capital of 24.9% as at March 31, 2025, while it invested R2.8-billion over the past five years in its ongoing capital investment programme.

RFG, which listed on the JSE in October 2014, has a market capitalisation of R4.3-billion. It has completed ten acquisitions to expand and diversify its product offering and customer base, while extending its market-leading brands into new product categories since its listing.

The transaction is subject to approval by RFG shareholders, as well as competition and regulatory authorities. Shareholders collectively holding 77.7% of RFG’s shares in issue have expressed their intention to vote in favour of the transaction.

Further, while the transaction does not require approval from Premier shareholders in terms of JSE Listings Requirements, Premier’s largest shareholders, Brait and Titan, along with its major institutional shareholders, are supportive of the transaction, Premier says.