Competition Commission approves Differential Capital's acquisition of M&R-owned TCCA

The Competition Commission said Thursday it has approved the acquisition by asset management firm Differential Capital of Murray & Roberts Limited (M&RL) subsidiary TCCA, a company that owns Cementation Africa and other mining contracting businesses, without conditions.

Differential Capital operates in South Africa and manages investments - retirement funds and hedge funds - on behalf of its clients.

M&RL’s business rescue practitioners (BRPs) said in their latest creditors' update that the Differential Capital transaction to aquire M&RL's last major asset, its mining engineering operations, is a key component of the business rescue plan.

“The BRPs and Differential Capital continue to work and make progress towards the conclusion of definitive agreements and towards the fulfilment of suspensive conditions. The South African merger application was filed with the Competition Commission in the last week of July 2025. Merger filings in Zimbabwe, Tanzania, and Zambia were all filed in September 2025. The closing of the Differential Transaction is still expected to take several months,” the BRPs said.

TCCA is a wholly owned subsidiary of M&RL, which is currently in business rescue. TCCA wholly owns Cementation Africa and Cementation Emgodini.

TCCA offers full-service engineering and construction contracting services to the mining sector in South Africa and in other African countries. Its contracting services include underground mine development and shaft sinking, trackless mechanised mining, mining services and raise drilling, engineering design, trackless mining machinery rebuild and fabrication workshop services, and underground infrastructure construction.

The Commission said in a statement that the proposed transaction was unlikely to substantially lessen or prevent competition in any market and did not raise significant public interest concerns.

M&R’s BRPs said they and Differential Capital continue to work on solutions to address working capital requirements within the underlying businesses of the Mining Interests. In parallel, Differential Capital had been conducting a range of due diligence exercises, the outcomes of which may still inform minor adjustments to the structure and commercial terms of the transaction.

On September 8, 2025, the Gauteng High Court granted an order placing Murray & Roberts Holdings (MRH), the listed company, under provisional liquidation. MRH is the ultimate JSE-listed holding company, whereas MRL is a downstream subsidiary with several intermediate entities between them.

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