Canal+ and MultiChoice agree offer for Multichoice buyout

Joint Announcement Of The Terms Of The Proposed Mandatory Offer By Canal+ In Respect Of Multichoice And Withdrawal Of Cautionary Announcement

MultiChoice and Canal+ are pleased to announce that they have entered into a cooperation agreement regarding Canal+’s proposed mandatory offer for MultiChoice, as contemplated in section 123 of the Companies Act, No. 71 of 2008.

Pursuant to the cooperation agreement:

• Canal+ and MultiChoice will use reasonable endeavours to cooperate in relation to the Offer (as defined below), including in relation to the fulfilment of the Offer conditions and the publication of a combined Offer circular; and
• MultiChoice has granted to Canal+ certain customary exclusivity undertakings.

Under the Offer, each participating shareholder of MultiChoice will be entitled to elect to receive ZAR 125.00 for each ordinary share of MultiChoice held, which is significantly above the minimum price of approximately ZAR 105.00 required by the Takeover Regulations.

The offer price of ZAR 125.00 per share represents a substantial premium of:

• 66.66% to the closing price of ZAR 75.00 on 1 February 2024, being MultiChoice’s closing share price on the last trading day prior to the delivery of Canal+’s non-binding indicative offer (as defined below); and
• 63.96% to ZAR 76.24, being MultiChoice’s 30-day volume wighted average price on the last trading day prior to the delivery of the NBIO.

MultiChoice has constituted its Independent Board (as defined below), which has appointed The Standard Bank of South Africa Limited as an independent expert to express a view on the fairness and reasonableness of the terms of the Offer.

Canal+’s ambition is to build a global entertainment leader, with Africa at its heart, combining scale, complementary geographies, 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.

Canal+ recognises that economic transformation of South Africa and Broad-Based Black Economic Empowerment are imperatives and, upon implementation of the transaction, intends to support MultiChoice in its continued efforts to foster BBBEE initiatives and the transformation of its South African business.