Bid to prompt Koos Bekker to provide more info on Naspers’ control structure

JOHANNESBURG — Former CEO and now chair of Naspers, Koos Bekker, is a key reason behind his company becoming the biggest in Africa. It was his brainchild to adopt a scatter-gun investment approach that resulted in the stellar stake in Chinese internet giant Tencent – a deal described as being one of the greatest ever. Of course, many readers to this site will know that Naspers has a 34% stake in Tencent, but with a multitude of other companies under its belt, the exact control structure of Naspers can be a bit confusing and mystifying. A subsequent bid by rival Caxton over a Competition Tribunal hearing, involving Media24 and a merger deal with printing press Novus, could unearth at least some of this structure as Bekker has been called on to provide greater information on the deal. – Gareth van Zyl 

By Fin24

Cape Town – Caxton wants Naspers chairperson Koos Bekker to provide evidence on the control structure involved relating to a merger whereby Media24 intends to acquire Novus.

The Competition Tribunal said in a statement on Tuesday that it will hear an application on Wednesday from Caxton and CTP Publishers to intervene in a merger hearing.

Since Media24 does not wish to acquire or retain sole control over Novus, the Competition Commission recommended that the Competition Tribunal approve the proposed merger subject to a divestiture condition.

Koos Bekker, billionaire and chairman of Naspers Ltd., pauses during an interview at his office in Cape Town, South Africa, on Thursday, May 7, 2015. Photographer: Halden Krog/Bloomberg

It recommended that Media24 divest its majority shareholding of Novus to Naspers shareholders and retain a non-controlling 19% stake in the company.

Caxton said it has a material and substantial interest in the matter, according to the Tribunal.

“It submits among other things that Naspers chairperson Koos Bekker be called to provide evidence on control structure involved. It also wishes to intervene on the impact of the exclusive contracts between Media24 and Novus and its effect on the printing market in SA.”

Media24 told Fin24 that it can’t comment on the matter. “The matter is currently the subject of legal proceedings before the Competition Tribunal and we cannot comment.”

Novus is controlled by Media24 and is a commercial printing operation with services including printing solutions for newspapers and magazines. Novus controls several firms including Paarl Media Holdings, Paarl Media and Print Media Paarl.

Listing of Novus on JSE

In February 2015, Media24 announced its intention to list Novus on the Johannesburg Stock Exchange.

An urgent application which sought to stop the listing was dismissed by the Competition Tribunal on 23 March 2015. An appeal was lodged against the Competition Tribunal’s ruling.

An advertisement for Golf Digest magazine sits on display beside a statue of explorer Bartolomeu Dias outside the offices of the Media24 Ltd. media group, operated by Naspers Ltd., at the company’s headquarters in Cape Town, South Africa. Photographer: Graeme Williams/Bloomberg

On 25 November 2015 the Competition Appeal Court ruled that the implementation of the restated management agreement leading up to the listing gave rise to a change in control over Novus.

The Competition Appeal Court required that Media24 notify the competition authorities of the transaction by way of a merger filing. The merger was filed with the Competition Commission in February 2016.

A merger between Media24, Novus Holdings – formerly Paarl Media Group – and the Natal Witness was approved by the Competition Tribunal in 2012.

Prior to the merger, the Competition Commission and Caxton publishers and printers had provided submissions on potential competition and public interest concerns with the merger.