Video entertainment group MultiChoice has made some changes to its board as French media giant Canal+ officially takes control of the South African-founded company.

The merging parties today announced that the mandatory takeover offer by Canal+ for the shares of MultiChoice Group it does not already own has become unconditional, with all necessary regulatory conditions complete.

According to the firms, Canal+ is now in effective control of MultiChoice Group and will start the integration process, creating a global media and entertainment powerhouse, serving over 40 million subscribers across close to 70 countries.

South African competition authorities recently approved, with conditions, the proposed multibillion-rand transaction.

This, after Canal+ made a mandatory offer to acquire the MultiChoice shares it does not own, for a consideration of R125 per share.

As of the close of business on 19 September, Canal+ directly owns 200 030 591 (46%) of the shares of MCG (excluding treasury shares).

In addition, acceptances in respect of a further 9 767 641 (2.2%) of MCG shares (excluding treasury 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.

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,” says the French media giant.

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.

In South Africa, Canal+ and MCG have committed to a robust package of public interest measures. These include supporting firms controlled by historically disadvantaged persons and small, micro and medium enterprises in the South African audio-visual sector, as well as maintaining funding for local general entertainment and sports content produced by South African creators.

The firms note that the integration of MCG and Canal+ will now start to take place.

For MultiChoice customers, all subscription and billing arrangements will remain the same.

New board takes over

The MCG board has made certain changes to its composition and leadership team to allow for suitable Canal+ representation, while maintaining its independence, the companies say.

The new MCG board, which includes a majority of independent directors, has been constituted to ensure stability through the transition while seeking to introduce fresh skills and international expertise, and will oversee a renewed commercial drive in pursuit of sustainable growth, they add.

With effect from the release of the finalisation announcement today, 22 September, Maxime Saada takes the helm as chair of the new MCG board, with Elias Masilela appointed lead independent director.

The executive team includes David Mignot as chief executive officer, Nicolas Dandoy as chief financial officer, and Jacques du Puy as an executive member.

Independent non-executive directors Kgomotso Moroka, Louisa Stephens, Deborah Klein, and James du Preez add governance depth and external expertise.

A majority of the new MCG board (Masilela, Adv Moroka, Stephens, Klein and du Preez) served as independent non-executive directors of MCG previously, and will continue to serve as independent non-executive directors.

The new directors (Saada, Mignot, Dandoy and du Puy) were appointed by the MCG board, in accordance with the memorandum of incorporation of MCG, with effect from the release of the finalisation announcement today.

The remaining members of the previous MCG board (Calvo Mawela, Timothy Jacobs, Christine Sabwa, Dr Fatai Sanusi and Andrea Zappia) resigned from the MCG Board with effect from the release of the finalisation announcement today.

“Canal+ and MCG express their deep appreciation for the vital role they played in building the company and for their leadership, alongside the rest of the board, in securing this transformative transaction,” the statement reads.

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 Mawela, the outgoing CEO of MCG.

The outgoing CFO of MCG, Jacobs, will continue to hold a senior position in the finance department of the combined group.

In addition, a general meeting of MCG shareholders will be convened in the coming weeks to vote on proposals to elect Anant Singh (independent non-executive director), Amandine Ferre (executive director) and Mireille Kabamba (non-executive director) as new directors of MCG, and for shareholders to confirm the appointment of the other new directors referred to above.

Important step forward

Says Saada: “Today marks an important step forward for Canal+, as we begin to integrate MultiChoice to create a group with enhanced scale, reach and creativity.

“Our combined company is unique, a true global media and entertainment powerhouse, serving more than 40 million subscribers across close to 70 countries. This combination increases our ability to invest in creative and sporting content throughout Europe, Africa and Asia. We will be able to leverage the diverse talent which sits throughout the group to bring to life compelling local and international stories, both from our in-house production studio STUDIOCANAL and global platforms, and the best national and global sports, all on a world leading platform.

“As we step forward together, I am pleased we have delivered on a key part of the strategy we set out as we became a listed company in our own right last year, strengthening our position in the highest-growth pay-TV markets in the world – Africa, while continuing to deepen our leading position in Europe.

“I want to thank the teams at Canal+ and MultiChoice who have made this transaction a reality. We will now begin to integrate MultiChoice, delivering greater value for all stakeholders. I look forward to providing the market with a more detailed update on the strategy of our combined group during the first quarter of next year.”

Mawela, chair of Canal+ Africa, adds: “Today we are starting an exciting new journey, one that will bring fresh opportunities for growth and success for our company and the entire African media industry.

“Over the past three decades, we’ve built something special – grounded in innovation, resilience and a shared commitment to bring great content to our audiences. Going forward, this commitment remains unchanged to our audiences everywhere.

“The new combined leadership team brings a strong vision and deep expertise to the whole Canal+ Africa business, which will take the group to greater heights. Through our combined scale, shared strengths and expanded capabilities, we are set to deliver more value to our customers, great entertainment for our audiences and ongoing support to the communities we serve.”

David Mignot, CEO of Canal+ Africa, comments: “As a combined company, we are building on strong foundations to create a media and entertainment powerhouse to serve African consumers. I am proud to lead Canal+’s operations across the continent, including our operations in South Africa.

“Canal+ and MultiChoice have both been pioneers, and we are now uniting our cultures of excellence, creativity, technology, and storytelling to create something unique.

Together, we will harness digital innovation, from streaming and mobile platforms to advanced distribution, to expand access, enhance experiences, and bring compelling programming to more homes, while giving Africa a stronger voice on the world stage.”