Competition Tribunal approves Canal+ and MultiChoice merger with conditions
The Competition Tribunal (Tribunal) has conditionally approved the proposed merger between French media group, Groupe Canal+ SAS (Canal+) and South African pay-TV operator, MultiChoice Group Limited (MultiChoice Group).
The Tribunal’s decision follows a merger hearing during which oral submissions were made by: the Competition Commission (Commission); the merger parties; the Department of Trade, Industry and Competition (the dtic); Media Monitoring Africa (a non-profit organisation for ethical and fair journalism); and Pambili Media (a film and creative agency specialising in cinematic storytelling). The SABC also intended to participate but, prior to the hearing, informed the Tribunal of its decision to withdraw. It confirmed that it did not oppose the proposed merger. The Black Business Council also made written submissions but did not participate in the proceedings. Zazi PN (SPV) (Pty) Ltd (Zazi), an investment holding firm, made written submissions but subsequently withdrew its participation.
During the hearing, Media Monitoring Africa made submissions about media plurality as well as the potential impact of the proposed merger on the constitutional rights to freedom of expression and access to information. It emphasised the importance of certain of the conditions recommended by the Commission and asked for better monitoring provisions to be included in the conditions to be imposed by the Tribunal.
Pambili Media made submissions about: the lack of ownership of audiovisual content by content creators who supply content to the likes of Multichoice, who become owners of the content (under copyright laws); increasing the procurement of local audiovisual content from Historically Disadvantaged Persons (HDPs); and share ownership by local content creators in the merged entity.
Context
Canal+ is part of a global media group with operations including content production, advertising, video game development and publishing. In South Africa, its activities involve supplying audiovisual content, including to MultiChoice Group. Canal+ had previously acquired just more than a 45% stake in MultiChoice Group. Last year it offered to buy out the remaining shares.
This transaction involves the proposed acquisition by Canal+ of up to 100% of the issued ordinary shares of MultiChoice Group that are not already owned by Canal+ (excluding treasury shares) by way of a mandatory offer made in terms of the Companies Act 71 of 2008 (as amended) to holders of these remaining shares.
MultiChoice Group operates in South Africa and across Sub-Saharan Africa. Its subsidiaries include DStv, Showmax, SuperSport and other media assets. Multichoice Group submitted that it is faced, inter alia, with intensifying competition in the global streaming market and mounting financial pressure as a result.
Canal+ and MultiChoice Group asked the Tribunal for urgent hearing proceedings, which the Tribunal could accommodate as no third party objected to the merger. The hearing took place on 17 and 18 July 2025 and the Tribunal issued its order on 22 July 2025.
The Commission recommended that the merger be approved, subject to a package of conditions that the merger parties agreed to. These conditions were enhanced by the Commission and merger parties following the Tribunal hearing where the Tribunal asked questions and recommended certain changes to, and enhancements of, the conditions to ensure: (i) their enforceability; and (ii) monitorability. The implementation of the conditions will be subject to reporting and monitoring mechanisms. A summary follows below.
Conditions
Employment
Canal+, Multichoice Group Limited and MultiChoice (Pty) Ltd (“LicenceCo”) will not retrench any employees in South Africa as a result of the merger for a period of three years from the merger’s implementation date. They also undertake that there will be no adverse effects on the terms and conditions of employment of employees of Canal+, MultiChoice Group Limited and LicenceCo in South Africa as a result of the merger.
Promotion of ownership by HDPs and workers
LicenceCo will be carved out before the merger’s implementation and will not form part of the transaction. LicenceCo is a subsidiary of Multichoice Group which holds its broadcasting licence and carries out its broadcasting services.
The merger parties have committed to arrangements that will result in the majority of LicenceCo’s shareholding, economic and voting interests being held to the benefit of HDPs and workers, post-merger. More specifically, upon implementation of the merger:
- Phuthuma Nathi Investments (RF) Limited's interests in LicenceCo will be enhanced. Phuthuma Nathi, which currently holds a 25% indirect shareholding in LicenceCo (through its direct stake in MultiChoice South Africa Holdings (Pty) Ltd), will become a direct shareholder in LicenceCo. Its direct shareholding, voting rights and economic interest will increase, with the economic interest rising to 27%.
- New HDP shareholders will be introduced. These new HDP shareholders will hold direct shareholding, voting rights and an economic interest in LicenceCo.
- An employee-focused broad-based ownership trust will be established. The trust will be a direct shareholder in LicenceCo with a shareholding interest, voting rights and an economic interest in LicenceCo. The trust will be implemented in accordance with certain design principles outlined in the conditions.
- HDP shareholding in Orbicom (Pty) Ltd will be increased. The merger parties will undertake to enter into arrangements that will increase the effective HDP shareholding in Orbicom, a MultiChoice Group subsidiary that acts as its signal distributor.
MultiChoice Group’s broadcasting activities are carried out by LicenceCo, which holds a commercial subscription television broadcasting services licence in South Africa. As indicated above, before the proposed merger is implemented, LicenceCo will be separated from MultiChoice Group and will not be acquired by Canal+. This separation (“carve out”) is required to comply with section 64 of the Electronic Communications Act 36 of 2005, which prohibits foreign entities from controlling broadcasting services in South Africa.
In terms of the imposed conditions, after implementation of the proposed transaction, Canal+ and MultiChoice Group Limited will not exercise any instance/s of control contemplated in section 12 of the Competition Act over LicenceCo.
LicenceCo’s shareholders’ agreement and memorandum of incorporation shall not depart from certain governance principles where to do so would be to confer control on any shareholder. Any such change of control shall be notified to the Commission.
Headquarters and Listing
Both MultiChoice Group and LicenceCo will remain incorporated and headquartered in South Africa. Subject to regulatory approvals, Canal+ will undertake a secondary inward listing on the JSE within nine months of the merger’s implementation or the delisting of MultiChoice Group Limited.
Supplier development
To support the participation of firms controlled by HDPs and Small, Medium and Micro Enterprises (SMMEs) in the South African broadcasting sector -
Expenditure on local content:
The merged entity and LicenceCo will collectively, over a certain period, spend a specified amount (that has been claimed as confidential by the merger parties) on acquiring, commissioning and producing South African general entertainment and sports content. This will include content from HDP-controlled firms, among others.
Procurement from SMMEs and HDPs:
The merged entity and LicenceCo will collectively, over a certain period, procure goods and services from HDP- and SMME- controlled firms in South Africa, to the value of a specified amount (that has been claimed as confidential by the merger parties).
Corporate Social Investment (CSI)
The merged entity and LicenceCo will invest a certain amount (claimed as confidential by the merger parties) in relation to CSI initiatives in South Africa such as MultiChoice Talent Factory, DStv Diski Challenge, Let's Play Playing Fields, and DStv Schools Netball Challenge.
Export promotion
The merged entity will identify opportunities to increase the availability of locally produced South African general entertainment content in territories where MultiChoice Group’s retail audio-visual services were not previously available.
Canal+ University Programme
Canal+ will roll out appropriate aspects of the Canal+ University Programme in South Africa. Within a specified period, the merger parties will identify and implement appropriate training programmes for rollout in South Africa. The merger parties will also report annually to the Commission, confirming the total number of training hours offered and the number of HDPs who have attended those courses.
Extension of SABC-LicenceCo Agreement
LicenceCo will agree to conclude a new agreement with the SABC in respect of the SABC News channel for an additional five years from the date of expiry of the current SABC LicenceCo Agreement, on terms and conditions that are no less favourable than the current SABC-LicenceCo Agreement. This agreement is a commercial channel supply agreement concluded between the SABC and LicenceCo, in terms of which the SABC News channel is broadcast as part of the DStv services.
LicenceCo must furthermore ensure the diversity of the news content that it broadcasts. LicenceCo will, for a certain period (claimed as confidential by the merger parties) include a number of South African news channels (claimed as confidential by the merger parties) on appropriate bouquet(s) offered by LicenceCo under the DStv brand.
International sporting events in which South African national teams or individuals representing South Africa take part
If the merged entity acquires rights to an international sporting event in which South African national teams take part or individuals are selected by South Africa to represent it, it shall make available the rights to the South African matches/events to free-to-air national broadcasters on reasonable commercial terms.
Issued by:
Gillian de Gouveia, Communications Manager
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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