REG - Canal+ S.A - Update on MultiChoice Mandatory Tender Offer

Canal+ SAAnnouncement

23/07/2025 07:00

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RNS Number : 2103S  Canal+ S.A  23 July 2025

 

CANAL+ SA

SOUTH AFRICAN COMPETITION TRIBUNAL APPROVES CANAL+ MANDATORY TAKEOVER OFFER
FOR MULTICHOICE GROUP

 

Issy-les-Moulineaux, 23 July 2025

 

CANAL+ SA (LSE: CAN, the "Company") announces that it, together with
MultiChoice Group Limited ("MultiChoice"), has today released a joint
announcement on the Stock Exchange News Service, being the regulatory news
service provided by the Johannesburg Stock Exchange ("JSE"), the JSE being the
exchange on which MultiChoice is listed.

 

The joint announcement provided as follows:

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

Canal+ enquiries:

Alima Levy (Investor Relations)

ir@canal-plus.com (mailto:ir@canal-plus.com)

 

Timothy Schultz (Brunswick Group)

tschultz@brunswick.co.za (mailto:tschultz@brunswick.co.za)  / +27 (0) 11 502
7300 (tel:+27115027300)

 

Jack Walker (Brunswick Group)

jwalker@brunswickgroup.com (mailto:jwalker@brunswickgroup.com) / +27 (0) 11
502 7300 (tel:+27115027300)

 

Diana Munro (Brunswick Group)

dmunro@brunswick.co.za (mailto:dmunro@brunswick.co.za)  / +27 (0) 11 502
7300 (tel:+27115027300)

 

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

 

 

MultiChoice enquiries:

Meloy Horn (Head of Investor Relations)

meloy.horn@multichoice.com (mailto:meloy.horn@multichoice.com)

 

Keabetswe Modimoeng (Group Executive - Regulatory & Corporate Affairs)

Keabetswe.modimoeng@multichoice.com
(mailto: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

 

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
(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.

 

 
-ENDS-
 
 

About CANAL+

Founded as a French subscription-TV channel 40 years ago, CANAL+ is now a
global media and entertainment company. The group has 26.9 million
subscribers worldwide, over 400 million monthly active users on its video
streaming platforms, and a total of more than 9,000 employees. It generates
revenues in 195 countries and operates directly in 52 countries, with leading
positions in Pay-TV in 20 of them. CANAL+ operates across the entire
audio-visual value chain, including production, broadcast, distribution and
aggregation.

 

It is home to STUDIOCANAL, a leading film and television studio with
worldwide production and distribution capabilities; Dailymotion, major
international video platform powered by cutting-edge proprietary technology
for video delivery, advertising, and monetization; Thema, a production and
distribution company specialising in creating and distributing diverse content
and channels; and telecommunication services, through GVA in Africa
and CANAL+ Telecom in the French overseas jurisdictions and territories. It
also operates the iconic performance venues L'Olympia and Théâtre de
l'Œuvre in France.

 

CANAL+ has also significant equity stakes across Africa, Europe and
Asia, namely in MultiChoice (the Pay-TV leader in English and
Portuguese-speaking Africa), Viaplay(the Pay-TV leader in Scandinavia)
and Viu (a leading AVOD platform in Southern-Asia).

 

canalplusgroup.com/en
(https://url.uk.m.mimecastprotect.com/s/ubbpCPNqUg8E4OI0hMix0-6B?domain=canalplusgroup.com)

 

 

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