JSE-listed printing and packaging firm Novus is taking the Takeover Regulation Panel (TRP) to court after it recently scuppered its move to acquire ICT distributor Mustek.
On Friday, Mustek took to the JSE’s Stock Exchange News Service (SENS) to inform its shareholders about the latest development.
This, after the TRP unilaterally withdrew its approval of the transaction.
The deal faced scrutiny after the TRP recently determined that Mustek shareholder, the DK Trust, acted as a “concert party” in Novus’s bid to acquire Mustek.
The TRP determined that Novus acted “in concert” with the DK Trust in structuring the transaction, and this potentially put smaller Mustek shareholders at a disadvantage.
It then directed Novus to publish a revised firm intention announcement within 20 business days of the ruling.
The TRP is established in terms of section 196 of the Companies Act 71 of 2008 as a juristic person. The panel reports to the minister of trade, industry and competition, and functions as an organ of State within the public administration, but as an institution outside the public service.
“Mustek shareholders are referred to the SENS announcement released by Mustek on Monday, 31 March 2025, whereby shareholders were advised of the SENS announcement by Novus, released on Friday, 28 March 2025, regarding the Takeover Regulation Panel’s withdrawal of its approval of Novus’s firm intention announcement and direction to Novus to issue a revised firm intention announcement within 20 business days,” says the ICT distributor.
“Novus has informed Mustek that on 1 April 2025 Novus filed an urgent application in the High Court to set aside the TRP’s ruling on the grounds that it is unlawful and unconstitutional.”
According to Mustek, the proposed date for the matter to be heard is Tuesday, 22 April.
It notes that the application, which is a public document at the High Court of South Africa, Gauteng Division, Johannesburg, has been published on the High Court’s online system under case number 2025-044750.
“Accordingly, shareholders are advised to exercise caution when dealing in the company’s securities until a further announcement is made,” Mustek adds.
The TRP snag came after the Competition Commission and Competition Tribunal both gave the green light for the deal to proceed.
In November, Novus made an offer to buy Mustek and told Mustek shareholders that it had acquired the beneficial ownership of ordinary issued shares in Mustek, which resulted in Novus beneficially holding 35% or more of all the issued Mustek shares.
Accordingly, Novus proceeded to make a mandatory offer, as required in terms of section 123 of the Companies Act, to acquire all of the Mustek shares not already beneficially held by Novus, or any of its related and concert parties.
Under the deal, Novus offered a cash consideration of R13 for each Mustek share, a cash amount of R7 plus one ordinary share in Novus for each Mustek share and two Novus shares for each Mustek share tendered by a mandatory offer participant.
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