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Takeover Regulation Panel frowns on MultiChoice and Canal+’s takeover deal

  • Canal+, a French media company, and MultiChoice have come under fire from the Takeover Regulation Panel for their open discussions about a possible takeover.
  • In a statement, the panel acknowledged receiving communications and announcements from the two companies but did not endorse or approve the developments. 
  • The panel confirmed that it is still in talks with the two companies to provide advice and guidelines on dealing with the situation.

It emphasised that the matter is being taken seriously and acknowledged an investigation into various aspects of the current state of this development.

“The purpose of our investigation and engagements with the parties mentioned above is to ensure that the Panel fulfils its overarching obligation and responsibility to protect the integrity of the market and ensure market fairness to holders of MultiChoice’s securities,” the panel added. 

Canal+ announced its intention to acquire MultiChoice on February 1, 2024, following the submission of a non-binding indicative offer of R105 ($5.6) per share, representing a 40% premium to MultiChoice’s closing share price of R75 ($4) on January 31, 2024.

This offer values MultiChoice at over R46 billion ($ 2.4 billion), which would see the company pay R 32.5 billion ( $1.7 billion) in cash for the remaining 64.99% ownership it doesn’t currently possess.

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Canal+’s announcement elicited a negative response from MultiChoice. On February 5, 2024, it rejected the offer from the French media company, asserting that it undervalued the company.

Meanwhile, it expressed willingness to entertain further engagement with any party regarding offers that are fair in price and subject to appropriate conditions.

While Canal+ acknowledged compliance with all laws and regulations applicable to the South African media industry and companies listed on the Johannesburg Stock Exchange (JSE), MultiChoice expressed readiness to carry out its duties following the takeover regulations’ guidelines for formal and binding offers. 

MultiChoice also revealed that the French media company increased its ownership to 35.1%. This move has sparked speculation about whether a “mandatory offer” under the South African Companies Act has been activated. 

However, it expressed concern about the mandatory offer, questioning whether Canal+’s public offer met the Act’s requirements.

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Section 196 of the Companies Act No. 71 of 2008 (the Act) designates the Takeover Regulation Panel as a juristic person who reports to the Minister of Trade, Industry, and Competition. 

Its functions include ensuring the marketplace’s integrity and fairness to holders of regulated companies’ securities, preventing actions by a regulated company designed to impede, frustrate, or defeat an offer, and allowing holders of that company’s securities to make fair and informed decisions, among other things.

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