French media giant Canal+ has cleared a significant regulatory hurdle in its ambitious multi-billion-dollar bid to acquire African pay-TV leader MultiChoice, following a decisive vote of shareholder approval for critical corporate restructuring measures. This development marks a pivotal step forward in what is set to become one of the continent’s largest and most influential media consolidation deals, with the potential to reshape Africa’s broadcasting landscape, expand market reach across multiple regions, and create a unified media powerhouse capable of competing on a global scale.
Breakthrough Shareholder Approval
MultiChoice Group Limited (MCG) announced that shareholders of Phuthuma Nathi Investments (RF) Limited voted in favor of key resolutions on August 26, 2025, approving the reorganization of MultiChoice South Africa Holdings Proprietary Limited. This approval represents a pivotal moment in Canal+’s ZAR125.00 per share cash offer, valued at approximately $7.8 billion for all MultiChoice shares not already under Canal+ control.
The Phuthuma Nathi approval was essential to satisfy conditions imposed by South Africa’s Competition Tribunal, which had required specific structural changes before allowing the French broadcaster to proceed with its mandatory acquisition offer.
Deal Structure and Regulatory Compliance
The acquisition framework, first detailed in a combined circular on June 4, 2024, involves several complex regulatory considerations:
Mandatory Offer Terms
- ZAR125.00 per share in cash for all issued ordinary shares
- Excludes treasury shares from the acquisition scope
- Subject to Competition Tribunal conditions requiring corporate restructuring
South African Broadcasting Regulations
MultiChoice’s memorandum of incorporation includes critical foreign ownership restrictions that limit international voting rights to no more than 20 percent—a requirement designed to maintain South African control over the country’s broadcasting infrastructure.
To enforce these restrictions, MultiChoice applies a presumption that all shares held through American Depositary Share facilities and shares registered to non-South African addresses are foreign-owned unless proven otherwise to the board’s satisfaction.
Strategic Implications for African Media Landscape
The Canal+ acquisition would fundamentally reshape Africa’s media and entertainment ecosystem:
Market Consolidation
Canal+, already MultiChoice’s largest shareholder, would gain control over the continent’s dominant pay-TV platform, which serves millions of subscribers across sub-Saharan Africa through brands like DStv and GOtv.
Content and Distribution Synergies
The combination would create a media powerhouse spanning both Francophone and Anglophone Africa, with enhanced content acquisition capabilities and expanded distribution networks.
Digital Transformation Acceleration
MultiChoice gains access to Canal+’s global content libraries and digital streaming expertise, crucial for competing against international streaming platforms like Netflix, Amazon Prime, and Disney+ in African markets.
Implementation Timeline and Next Steps
MultiChoice expressed confidence that both the reorganization and mandatory offer would proceed according to previously announced timelines. The company emphasized that the restructuring serves dual purposes: satisfying the Competition Tribunal while ensuring long-term compliance with South Africa’s broadcasting and competition regulations.
Key remaining steps include:
- Final regulatory approvals from South African authorities
- Completion of the corporate reorganization process
- Implementation of the mandatory offer to remaining shareholders
Advisory and Legal Framework
The complex transaction involves multiple advisory firms providing specialized expertise:
- Merchantec Capital: Transaction sponsor
- Webber Wentzel: Legal advisory services
- Werksmans Attorneys & Herbert Smith Freehills Kramer: Competition and broadcasting law specialists
The process operates under the framework established by the Takeover Regulation Panel ruling dated February 27, 2024, which specifically addresses how MultiChoice’s foreign ownership provisions apply to the Canal+ transaction.
Technology and Market Evolution
The acquisition occurs against the backdrop of rapid digital transformation in African media consumption:
Streaming Wars in Africa
International platforms have aggressively expanded into African markets, challenging traditional pay-TV models and forcing consolidation among regional players.
Mobile-First Content Delivery
Growing smartphone adoption across Africa has shifted viewing patterns toward mobile-optimized content, requiring significant investment in streaming technology and data-efficient delivery systems.
Local Content Production
The combined entity would have enhanced resources for African content production, crucial for competing against global platforms while serving local cultural preferences.
Financial and Strategic Outlook
For Canal+, the acquisition represents a cornerstone investment in Africa’s growing media market, projected to benefit from rising middle-class populations and improving digital infrastructure. For MultiChoice shareholders, the ZAR125.00 per share offer provides immediate liquidity while the combined entity gains competitive advantages in content acquisition and technology development.
The success of this transaction could catalyze further consolidation across Africa’s fragmented media landscape, as traditional broadcasters seek scale to compete with well-funded international streaming platforms.
