MultiChoice BEE shareholders endorse Canal+ deal
MultiChoice Group has announced that its Phuthuma Nathi shareholders have approved the restructuring plan linked to the Canal+ acquisition.

South African pay-TV and streaming company MultiChoice Group has announced that shareholders of its black economic empowerment (BEE) investment vehicle, Phuthuma Nathi, have approved a restructuring plan linked to the Canal+ acquisition.

Phuthuma Nathi is MultiChoice's broad-based black economic empowerment (B-BBEE) share scheme, which allows black South Africans from diverse backgrounds to indirectly own a stake in MultiChoice. Phuthuma Nathi owns 25% of MultiChoice South Africa.

This shareholder approval follows the South African Competition Tribunal's approval of the US$3.1 billion deal last month.

The Tribunal green light came with several conditions designed to satisfy local regulatory requirements, including a reorganization of MultiChoice South Africa Holdings (MCSAH).

In a statement issued via the Johannesburg Stock Exchange (JSE), MultiChoice Group said the approval was granted during the Phuthuma Nathi shareholders' general meeting on August 26, 2025.

The approval marks a pivotal step in enabling Canal+ to proceed with its mandatory offer, in line with the conditions set by the South African Competition Tribunal.

The transaction had encountered two significant regulatory hurdles, which are being addressed through a strategic restructuring of the MultiChoice organization to ensure compliance with local laws.

Firstly, the Electronic Communications Act restricts foreign ownership to a maximum of 20% of the voting rights in broadcasting licensees.

Secondly, the Independent Communications Authority of South Africa (ICASA) mandates that licensees must be at least 30% owned by historically disadvantaged individuals, including black South Africans, women, and people with disabilities.

To comply, MultiChoice is creating a separate entity, LicenceCo, to hold its South African broadcasting licenses.

The approval by Phuthuma Nathi shareholders follows the two companies' bid to restructure MultiChoice Group ahead of the planned Canal+ takeover.

Shareholders to receive dividends
The restructuring reduces MultiChoice Group's ownership stake in LicenceCo to a 49% economic interest and 20% voting rights, involving key stakeholders such as Phuthuma Nathi, 13th Avenue Investments and the Identity Partners Itai Consortium.

Phuthuma Nathi will also enhance its stake partly through a $213 million loan claim from MultiChoice.

Additionally, both MultiChoice and Phuthuma Nathi shareholders will receive an extraordinary dividend, with Phuthuma Nathi allocated about US$19 million.

Man watching streaming service on table
Phuthuma Nathi shareholders endorsing the deal marks a pivotal step in enabling Canal+ to proceed with its mandatory offer. (Source: Image by Freepik)

This restructuring not only clears the regulatory hurdles but also strengthens the participation of historically disadvantaged individuals and businesses in South Africa's broadcasting sector.

It ensures that the broadcasting licenses remain controlled by entities compliant with local laws while enabling Canal+ to complete its acquisition of MultiChoice Group shares outside LicenseCo.

MultiChoice, Canal+ love affair
The takeover bid began in early 2024 when Canal+ made an offer to acquire all the issued ordinary shares of MultiChoice that it did not already own, subject to obtaining the necessary regulatory approvals.

The French company offered R105 ($5.55 at the time) per MultiChoice ordinary share – which represented a 40% premium on MultiChoice's closing share price on the JSE of R75 ($3.13 at the time) on January 31, 2024.

MultiChoice, however, believed the offer significantly undervalued the company and rejected it.

That led to Canal+ in April 2024 making a mandatory offer to MultiChoice shareholders to take up all the shares that it did not already own.

In April 2024, Canal+ increased its shareholding to 40.1%. A week later, it raised it further to 40.83%, and by May 2024, the company held 45.2% of MultiChoice.

In June 2024, an independent board – set up by MultiChoice and reviewed by Standard Bank – found that the latest offer from Canal+ was "fair and reasonable" to MultiChoice shareholders.