French media giant Canal+ announced on Monday it has now made a mandatory offer for a takeover of MultiChoice, offering R125 per share. The new offer price is almost 67% higher than the MultiChoice share price just before its first offer in February.
MultiChoice, Africa's biggest pay TV operator, meanwhile has
roped in Standard Bank as an independent expert to give an opinion on the
offer, also agreeing to cooperate in ensuring its implementation.
An earlier non-binding offer of R105 per share in February
was rebuffed by the board of Africa's biggest pay-TV operator as too low, and
Canal+ subsequently upped its proposal in March to its current amount.
MultiChoice had closed at R112.33 on Friday.
Canal+, whose parent is Vivendi, operates in 50 countries
across Europe, Africa and Asia, directly serving 8 million customers in Africa.
It had about 25 million total subscribers as of its 2023 year, while
MultiChoice had 23.5 million. Both have serious ambitions for Africa and have
acknowledged that scale is necessary in order to take on US giants such as
Disney and Netflix.
"Canal+'s ambition is to build a global entertainment
leader, with Africa at its heart, combining scale, complementary geographies,
integrated and international reach with strong local roots, that will support
the commercial development of Africa's sporting and cultural industries and
take leading and authentic African stories to a global audience," it said
on Monday.
"This long-term vision has its foundation in Canal+'s
extensive and successful 30-year history of investing in African creative and
sports broadcasting markets."
Vivendi, the parent company of Canal+, is also currently
undertaking a feasibility study for the proposed split of the company into
several separately listed entities, first announced in December.
Should a planned European listing proceed, there will be an
opportunity for South African investors to become shareholders of the combined
entity as part of a secondary inward listing on the JSE, the company said.
Canal+ added on Monday it understood the imperative of
broad-based black economic empowerment, and upon implementation it intends to
support MultiChoice in its continued efforts of transformation of its South
African business. This is usually also a condition imposed by SA's competition
regulators, whose approval is required, while a circular for the offer will be
released in due course.
Complicating matters had been SA laws that place limitations
on foreign ownership of local broadcast licences. This means Canal+ can
increase its shareholding in MultiChoice to any level, but its voting rights
are limited to a maximum of 20%. Canal+ also increased its stake in the group
to over 35%, which a threshold that triggers a mandatory offer.
However, given the voting cap, the Takeover Regulation Panel
was then asked to make a ruling, finding in February that Canal+ must.
Following an extension, it was given until 8 April to make its mandatory offer.
MultiChoice has also granted exclusivity to Canal+, which
entails not engaging with other competing parties. However, should a better,
unsolicited proposal be received, Canal+ will have the opportunity to revise
its offer.
"Following constructive engagement with MultiChoice, we
are pleased to have issued a joint firm intention announcement to make an offer
today, representing a significant premium for the shareholders of
MultiChoice," Canal+ chair and CEO Maxime Saada said in a statement.
"Canal+ is confident in making this offer, at a level
which far exceeds the minimum required by regulation, due to the incredible
future we believe that Canal+ and MultiChoice can build together," he
said.
"We are excited about these opportunities, which will
be supported by further investment in technology, including the continued
offering of a leading satellite service, and rolling out more innovative
streaming products."