African pay-TV operator MultiChoice has categorically rejected a non-binding takeover offer from Groupe Canal+ SA (“Canal+”) at an offer price of R105 per share in cash.
Shareholders were informed of this through an advisory published in SENS on February 1, 2024.
The proposal came after more than a year of extensive discussions between Canal+ and MultiChoice and was reviewed by the MultiChoice Board of Directors.
Despite Canal+'s public claims about the potential benefits of the merger, MultiChoice said its board concluded that the proposal significantly undervalued MultiChoice and its prospects.
Key points considered by the Board are:
- Evaluation exercise: MultiChoice recently conducted a valuation, which showed a valuation of well over R105 per share.
- Exclusion of synergies: MultiChoice's valuation did not take into account potential synergies arising from the proposed acquisition, a factor that Canal+ had highlighted during discussions.
As a result, the MultiCgoice Board of Directors, aiming to maximize shareholder value, informed Canal+ that the proposed price did not warrant further involvement.
The company said shareholders no longer need to exercise caution when trading securities.
However, the Board remains open to discussions with parties offering a fair price, subject to appropriate terms. We reaffirm our commitment to comply with takeover regulations governing formal and binding offers.
Important notice regarding voting rights:
Additionally, shareholders are advised that, in order to ensure compliance with statutory requirements, MultiChoice may reduce the voting rights of shares held by foreigners in South Africa. This provision aims to limit the total voting power of foreign-held shares to 20% of MultiChoice's total voting power.
Based on this provision:
- Shares deposited through the MultiChoice ADS facility are presumed to be owned by foreign persons.
- Shareholders domiciled outside South Africa are presumed to be foreign persons unless they can prove otherwise to the satisfaction of the MultiChoice Board of Directors.
The board assures shareholders that it will continue to act in the best interests of the company while maintaining legal compliance.
