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Joint Announcement - South African Competition Tribunal Approves Canal+ Mandatory Takeover Offer for MCG
MULTICHOICE GROUP LIMITED GROUPE CANAL+ S.A.S.
(Incorporated in the Republic of South Africa) (a French société par actions simplifiée
(Registration number: 2018/473845/06) registered with the Registre du Commerce et
JSE and A2X Share code: MCG des Sociétés in Nanterre, France)
ISIN: ZAE000265971 (Number 420.624.777)
("MultiChoice" and "MCG") ("Canal+")
JOINT ANNOUNCEMENT – SOUTH AFRICAN COMPETITION TRIBUNAL APPROVES CANAL+
MANDATORY TAKEOVER OFFER FOR MULTICHOICE GROUP
INTRODUCTION
The shareholders of Canal+ and MultiChoice are referred to:
• the combined circular published by Canal+ and MultiChoice Group ("MCG") dated 4 June 2024
("Combined Circular") setting out the terms and conditions of the mandatory offer by Canal+
to acquire all the issued ordinary shares of MCG not already owned by Canal+, excluding
treasury shares, from MCG Shareholders for a consideration of ZAR125.00 per share, payable in
cash ("the Proposed Transaction"); and
• the joint announcements related to the Proposed Transaction released subsequently by Canal+
and MCG on the Stock Exchange News Service of the JSE Limited and the A2X News Service.
APPROVAL BY SOUTH AFRICAN COMPETITION TRIBUNAL
The parties are pleased to advise shareholders that the South African Competition Tribunal ("the
Tribunal") has approved the Proposed Transaction, subject to agreed conditions which include the
implementation of the structure announced on 4 February 2025.
As was previously disclosed, the agreed conditions include a robust package of guaranteed public
interest commitments proposed by the Parties. The package supports the participation of firms
controlled by Historically Disadvantaged Persons ("HDPs") and Small, Micro and Medium
Enterprises ("SMMEs") in the audio-visual industry in South Africa. This package will maintain
funding for local South African general entertainment and sports content, providing local content
creators with a strong foundation for future success.
The approval by the Tribunal follows a positive recommendation from South Africa's Competition
Commission as announced on 21 May 2025 and concludes the competition review process in South
Africa.
The Parties remain on track to complete the Mandatory Offer by CANAL+ within the timeline
announced on 8 April 2025, and prior to the long-stop date of 8 October 2025.
Maxime Saada, CEO of CANAL+ said: "The approval by South Africa's Competition
Tribunal marks the final stage in the South African competition process and clears the way
for us to conclude the transaction in line with our previously communicated timeline. It is a
hugely positive step forward in our journey to bring together two iconic media and
entertainment companies and create a true champion for Africa. I'm excited about the
potential this transaction unlocks for all stakeholders, notably South African consumers,
creative businesses and the nation's sporting ecosystem. The combined Group will benefit
from enhanced scale, greater exposure to high-growth markets and the ability to deliver
meaningful synergies."
Calvo Mawela, CEO of MultiChoice Group said: "The announcement marks a significant
milestone and is a major step forward for both companies. It reflects the strength of our
strategic vision and our ongoing commitment to continue uplifting the communities where
we operate. We look forward to executing the remaining processes required to complete
the transaction and to start building something extraordinary: a global media and
entertainment company with Africa at its heart."
The Parties will now undertake the process needed to implement the structure as previously
announced on SENS on 4 February 2025, which meets the requirements of all applicable laws,
including the restrictions on foreign ownership and control of South African broadcasting licences
contained in the Electronic Communications Act, 2005. The structure includes MultiChoice (Pty) Ltd
("Licence Co"), the entity which contracts with South African subscribers, being carved out of the
MultiChoice Group and becoming an independent entity, majority owned and controlled by HDPs.
RESPONSIBILITY STATEMENTS
The Independent Board of MultiChoice accepts responsibility for the information contained in
this announcement, to the extent that it relates to MultiChoice, and confirms that, to the best of
its knowledge and belief, such information relating to MultiChoice is true and that this
announcement does not omit anything likely to affect the importance of such information.
The directors of Canal+ accept responsibility for the information contained in this
announcement, to the extent that it relates to Canal+, and confirm that, to the best of their
knowledge and belief, such information relating to Canal+ is true and that this announcement
does not omit anything likely to affect the importance of such information.
Randburg
23 July 2025
JSE Sponsor to MultiChoice
Merchantec Capital
MultiChoice enquiries:
Meloy Horn (Head of Investor Relations)
meloy.horn@multichoice.com
Keabetswe Modimoeng (Group Executive – Regulatory & Corporate Affairs)
Keabetswe.modimoeng@multichoice.com
Legal Advisors to MultiChoice
Webber Wentzel
Advisors to MultiChoice on competition and broadcasting matters
Herbert Smith Freehills and Werksmans
Joint Financial Advisors to MultiChoice
Citigroup Global Markets Limited and Morgan Stanley & Co International plc
Strategic Communications Advisors to MultiChoice
FTI Consulting
Canal+ enquiries:
Alima Levy (Investor Relations)
ir@canal-plus.com
Timothy Schultz (Brunswick Group)
tschultz@brunswick.co.za / +27 (0) 11 502 7300
Elvire Charbonnel (Communications)
elvire.charbonnel@canal-plus.com
Jack Walker (Brunswick Group)
jwalker@brunswickgroup.com / +27 (0) 11 502 7300
Diana Munro (Brunswick Group)
dmunro@brunswick.co.za / +27 (0) 11 502 7300
South African Legal Advisors to Canal+
Bowmans
International Legal Advisors to Canal+
Bryan Cave Leighton Paisner LLP
Joint Financial Advisors to Canal+
BofA Securities and J.P. Morgan
Strategic Communications Advisors to Canal+
Brunswick Group
Important Notices
Shareholders should take note that, pursuant to a provision of the MultiChoice memorandum of
incorporation, MultiChoice is permitted to reduce the voting rights of shares in MultiChoice
(including MultiChoice shares deposited in terms of the American Depositary Share ("ADS") facility)
so that the aggregate voting power of MultiChoice shares that are presumptively owned or held by
foreigners to South Africa (as envisaged in the MultiChoice memorandum of incorporation) will not
exceed 20% of the total voting power in MultiChoice. This is to ensure compliance with certain
statutory requirements applicable to South Africa. For this purpose, MultiChoice will presume in
particular that:
a. all MultiChoice shares deposited in terms of the MultiChoice ADS facility are owned or held by
foreigners to South Africa, regardless of the actual nationality of the MultiChoice ADS holder;
and
b. all shareholders with an address outside of South Africa on the register of MultiChoice will be
deemed to be foreigners to South Africa, irrespective of their actual nationality or domicilium,
unless such shareholder can provide proof, to the satisfaction of the MultiChoice board, that it
should not be deemed to be a foreigner to South Africa, as envisaged in article 40.1.3 of the
MultiChoice memorandum of incorporation.
Shareholders are referred to the provisions of the MultiChoice memorandum of incorporation
available at www.MultiChoice.com for further detail.
Shareholders are further referred to the ruling issued by the Takeover Regulation Panel on
27 February 2024, which ruling deals with the MultiChoice memorandum of incorporation.
Shareholders can access the ruling on the Company's website at
https://www.investors.multichoice.com/regulatory.php.
If shareholders are in any doubt as to what action to take, they should seek advice from their broker,
attorney or other professional adviser.
THIS ANNOUNCEMENT IS NOT AN OFFER. IT IS AN ANNOUNCEMENT RELATING TO AN OFFER, THE
TERMS OF WHICH ARE SET OUT IN THE COMBINED CIRCULAR PUBLISHED ON 4 JUNE 2024. THE
OFFER WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF,
OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, TELEPHONICALLY
OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF THE
NATIONAL SECURITIES EXCHANGES OF ANY JURISDICTION IN WHICH IT IS ILLEGAL OR OTHERWISE
UNLAWFUL FOR THE OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT LIMITATION)
AUSTRALIA, CANADA, JAPAN AND SOUTH KOREA (ANY SUCH JURISDICTION, A "RESTRICTED
JURISDICTION"), AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY OR FROM WITHIN A RESTRICTED JURISDICTION. ACCORDINGLY,
NEITHER COPIES OF THE COMBINED CIRCULAR NOR ANY RELATED DOCUMENTATION ARE BEING
OR MAY BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR FROM A RESTRICTED
JURISDICTION, AND IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE COMBINED CIRCULAR
SHOULD BE TREATED AS BEING RECEIVED FOR INFORMATION PURPOSES ONLY.
IMPORTANT INFORMATION FOR US SHAREHOLDERS
This announcement is made in connection with an offer to acquire shares of MultiChoice, a South
African company, and is being made in the United States in reliance on the exemption, known as the
"Tier I" exemption, from Regulation 14E and the US tender offer rules provided by Rule 14d-1(c)
under the US Securities Exchange Act of 1934, as amended (Exchange Act). The Offer is subject to
South African disclosure and procedural requirements, rules and practices that are different from
those of the United States. The financial information included in this announcement, if any, has been
prepared in accordance with foreign accounting standards that may not be comparable to the
financial statements of US companies.
It may be difficult to enforce any rights and any claim under the US federal securities laws against
MultiChoice and/or Canal+, since each of MultiChoice and Canal+ are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction.
You may not be able to sue a foreign company or its officers or directors in a foreign court for
violations of the US securities laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgement.
You should be aware that Canal+ and its affiliates or brokers may purchase shares of MultiChoice
otherwise than under the Offer, such as in open market or privately negotiated purchases.
Information about any such purchases or arrangements to purchase that is made public in
accordance with South African law and practice will be available to all investors (including in the
United States) via announcements on the Stock Exchange News Services of the JSE Limited.
The Offer, if consummated, may have consequences under US federal income tax and applicable US
state and local, as well as non-US, tax laws for MultiChoice Shareholders. Each MultiChoice
Shareholder is urged to consult his or her independent professional adviser regarding the tax
consequences of the Offer.
Neither the US Securities and Exchange Commission nor any securities commission of any state of
the United States has approved the Offer, passed upon the fairness of the Offer, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence
in the United States.
FORWARD-LOOKING STATEMENTS
This announcement may contain "forward-looking statements". Forward-looking statements can
be identified by words like "may," "will," "likely," "should," "expect," "anticipate," "future," "plan,"
"believe," "intend," "goal," "seek," "estimate," "project," "continue" and similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations and assumptions regarding the
future of MultiChoice's and Canal+'s business, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of MultiChoice's and Canal+'s control.
MultiChoice's and Canal+'s actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. The forward-looking statements included in this announcement are
made only as of the date of this announcement, and except as otherwise required by law,
MultiChoice and Canal+ do not have any obligation to publicly update or revise any forward-
looking statements to reflect subsequent events or circumstances.
Date: 23-07-2025 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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