The Multichoice group (MCG) has crossed the threshold, with the Canal+ merger becoming unconditional and the French media giant is now effectively in control of the company.
Canal+ and MCG announced that, as of Friday, 19 September 2025, all the suspensive conditions to the takeover have been fulfilled or waived, and as a result, the Canal+ offer has become unconditional.
“Subject to the Takeover Regulation Panel issuing a compliance certificate in respect of the Canal+ offer in terms of section 121(b) of the Companies Act, which is expected imminently, the settlement process in connection with the offer will now commence,” the group said.
Notably, this means that Canal+ is already in control of the group, which was founded as M-Net’s digital satellite division in 1994.
As of the close of business on 19 September 2025, Canal+ directly owned 46.0% of the shares of MCG, excluding treasury shares.
In addition, acceptances in respect of a further 2.2% of MCG shares have already been tendered to Canal+ in terms of the Canal+ offer prior to the publication of the Finalisation Announcement.
“Canal+ is therefore in effective control of MCG,” Multichoice said.
“All the shares which are still to be tendered into the Canal+ offer, which is now unconditional, will further increase Canal+’s shareholding in MCG.”
The acquisition of MCG by Canal+ marks the largest transaction ever undertaken by Canal+, cementing the combined group’s position as a global media and entertainment company.
The combined Group will serve more than 40 million subscribers across close to 70 countries in Africa, Europe and Asia, supported by a workforce of approximately 17,000 employees.
For South Africa, Canal+ and the company have committed to a robust package of public interest measures.
These include supporting firms controlled by Historically Disadvantaged Persons (HDPs) and Small, Micro and Medium Enterprises (SMMEs) in the South African audio-visual sector, as well as maintaining funding for local general entertainment and sports content produced by South African creators.
For Multichoice customers, all subscription and billing arrangements will remain the same, it said.
“The integration of MCG and Canal+ will now start to take place. Following an in-depth review, Canal+ intends to inform the market of its detailed plans and envisaged synergies when it provides a strategic update for the combined Group during the first quarter of 2026,” it said.
New CEO and leadership team
As part of the merger and restructuring, Multichoice will also see changes to its board composition and leadership team to make room for Canal+ representatives.
The new MCG Board comprises:
Maxime Saada (Chair)
Elias Masilela (Lead Independent Director)
David Mignot (Chief Executive Officer)
Nicolas Dandoy (Chief Financial Officer)
Kgomotso Moroka
Louisa Stephens
Deborah Klein
James du Preez
Jacques du Puy
A majority of the new MCG Board served as independent non-executive directors of MCG previously, and will continue to serve as independent non-executive directors.
The new directors were appointed by the MCG board, in accordance with the memorandum of incorporation of MCG, with effect from 22 September 2025.
The remaining members of the previous MCG Board, including former Multichoice CEO Calvo Mawela, resigned from the MCG Board with effect from 22 September 2025.
Going forward, David Mignot and Nicolas Dandoy will respectively be CEO and CFO of the Canal+ African operations, which includes MCG.
These operations across the African continent will be chaired by Calvo Mawela, the outgoing CEO of MCG.
The outgoing CFO of MCG, Timothy Jacobs, will continue to hold a senior position in the finance department of the combined Group.
Maxime Saada, CEO of Canal+, said the finalisation of the deal marks an important step forward for the group as it begins to integrate Multichoice into the group for expanded reach.
“Our combined company is unique, a true global media and entertainment powerhouse, serving more than 40 million subscribers across close to 70 countries,” he said.
“This combination increases our ability to invest in creative and sporting content throughout Europe, Africa and Asia.”
Keeping voting rights in check
A key change for the group is the establishment of Multichoice Proprietary Limited (or “LicenceCo”) to hold the broadcasting licence.
The memorandum of incorporation of MCG contained voting scale-back provisions which restricted foreign shareholders’ ability to exercise voting rights attached to MCG shares held by them.
This was to comply with the provisions of section 64 of the Electronic Communications Act, 2005, which deal with broadcasting licences and limit foreign control to 20% voting rights.
However, the reorganisation has now been completed to fulfil the requirements of the order of the South African Competition Tribunal and the requirements of all applicable laws.
“As a result of the completion of the Reorganisation, Multichoice Proprietary Limited, as the holder of the relevant broadcasting licence, now has its own shareholders, governance and South African control structure that adheres to the relevant statutory requirements in the ECA.”
The voting scale-back provisions in the memorandum of incorporation of MCG, therefore, cease to apply.
The MCG Board has accordingly resolved that all the voting rights attached to MCG shares held by foreign shareholders, including Canal+, will now be counted in full on all shareholder resolutions.
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