MultiChoice Secures Shareholder Approval for Reorganisation, Clearing Path for Canal+ Offer
The approval, secured during a general meeting of Phuthuma Nathi shareholders on 26 August 2025, is a critical milestone in the process that will allow the Canal+ mandatory offer to proceed under the conditions set by the South African Competition Tribunal.
MultiChoice Group Limited (MCG) has announced a major step forward in the proposed acquisition of the company by Groupe Canal+ S.A. (Canal+) , after shareholders of Phuthuma Nathi Investments (RF) Limited approved key resolutions related to the reorganisation of MultiChoice South Africa Holdings Proprietary Limited. The approval, secured during a general meeting of Phuthuma Nathi shareholders on 26 August 2025, is a critical milestone in the process that will allow the Canal+ mandatory offer to proceed under the conditions set by the South African Competition Tribunal.
The mandatory offer, first detailed in a combined circular on 4 June 2024, is valued at ZAR125.00 per share in cash for all issued ordinary shares of MultiChoice not already owned by Canal+. The offer excludes treasury shares and has been subject to various regulatory requirements, including the restructuring of MultiChoice’s South African operations. By voting in favour of the reorganisation, Phuthuma Nathi shareholders have effectively cleared one of the last significant hurdles for the transaction to move forward.
MultiChoice expressed confidence that both the reorganisation and the mandatory offer would be implemented according to the previously announced timeline. The company emphasised that the reorganisation was necessary not only to satisfy the Competition Tribunal but also to ensure long-term alignment with South Africa’s broadcasting and competition regulations.
In its announcement, MultiChoice also reminded investors of important provisions within its memorandum of incorporation (MOI). These provisions limit foreign ownership of the company’s voting rights to no more than 20 percent, in line with South African legal requirements for broadcasters. To enforce this, MultiChoice presumes that all shares held under its American Depositary Share facility, as well as shares registered to shareholders with addresses outside South Africa, are foreign-owned unless proven otherwise to the board’s satisfaction.
Advisory and legal support for the process is being provided by several firms, including Merchantec Capital as sponsor, Webber Wentzel as legal advisor, and Werksmans Attorneys alongside Herbert Smith Freehills Kramer on competition and broadcasting matters. Shareholders were also directed to the ruling of the Takeover Regulation Panel dated 27 February 2024, which outlines the application of the MOI provisions in the context of the Canal+ transaction.
If successfully concluded, the Canal+ acquisition would significantly reshape Africa’s pay-TV and streaming markets. Already the largest shareholder in MultiChoice, Canal+ aims to strengthen its position as a leading media and entertainment provider across both Francophone and Anglophone Africa. For MultiChoice, the deal offers greater financial backing, improved access to global content, and opportunities to expand digital and streaming services in a competitive and evolving market.
