Naspers lays cards open over pay TV interest
March 17, 2004
By Ann Crotty
Johannesburg - "There is no acquisition of any aspect of control over M-Net and SuperSport by reason of Naspers acquiring the shareholding of the minority shareholders in M-Net and SuperSport," said Naspers executive director Steve Pacak in his affidavit to the competition tribunal.
"The transaction accordingly does not constitute a merger ... there is no requirement on the part of Naspers, M-Net and SuperSport to notify this transaction to the competition commission."
Pacak was replying to papers before the tribunal by Caxton chief executive Terry Moolman, who claims the deal will affect competition and "cause serious and irreparable harm to Caxton".
Moolman also argued the transaction should have been notified to the commission.
In his reply Pacak denied that the "transaction forms part of a strategy to utilise the shareholding of Naspers in M-Net/SuperSport for anticompetitive purposes; that the transaction will in any way affect the market, and that it is likely to prevent or lessen competition within such notional market".
M-Net Holdings (MNH) holds 53 percent of M-Net/SuperSport and Naspers owns 50 percent of MNH. Johncom owns 47.5 percent of MNH and Natal Witness owns the remaining 2.5 percent.
In a bid to emphasise that there would be no change in control at M-Net, Pacak's affidavit dealt with the control structure of M-Net/SuperSport.
He referred to a number of clauses in the MNH control agreement between the current major shareholders Naspers and Johncom.
In terms of the agreement, as long as MNH controls more than 50 percent of M-Net and Naspers owns at least 25 percent of MNH then Naspers would appoint at least 25 percent of the M-Net board. M-Net's board cannot approve a decision or resolution unless approved by 75 percent of the board.
No shareholder can hold more than 50 percent of MNH's issued share capital.
"The MNH shareholders' agreement has thus been deliberately crafted so as to ensure Naspers and Johncom, the current major shareholders, exercise joint control of MNH, and in turn, indirectly, of M-Net and SuperSport," said Pacak.
Naspers gained 15c at R43.50.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
