Naspers and Novus: the Caxton challenge, divestment and…

1Caxton’s theory and what the courts actually ordered

analysisCaxton repeatedly sought to examine the ultimate control of Naspers during printing-sector merger proceedings. The August 2014 intervention order permitted scrutiny of the A-share holders and their printing and publishing interests, access to relevant material and the calling and questioning of witnesses. Later reporting describes Caxton’s argument that Bekker, Stofberg and Sanlam exercised ultimate control through linked vehicles.

Sources (6)

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qualification: Permission to investigate or intervene is not a ruling accepting Caxton’s ultimate-control theory. The 2014 transaction was subsequently abandoned. In the later Novus proceeding, the Tribunal denied intervention on the remaining control issue because divestiture conditions removed it from the merger’s consideration.
response: Naspers’ companies argued that reducing Media24’s interest and ending control of Novus made a wider enquiry unnecessary; they offered to reduce the stake further if 19% still conferred control. The Commission’s interpretation differed from Caxton’s on the significance of Wheatfields.
outcome: The 2017 Tribunal decision approved the transaction subject to conditions that reduced Media24 to no more than 19% and addressed contractual and information-sharing concerns. It did not resolve every general allegation about Naspers’ ultimate control.

2A printing merger, a divestment cap and continuing safeguards

analysisThe printing history involves successive transactions. Media24 obtained joint control of Paarl Media Holdings and Paarl Coldset in 2000. An attempted sole-control transaction was abandoned in 2014; subsequent management arrangements around the 2015 listing led to a further merger notification after an appeal. Paarl Media Group was renamed Novus Holdings in 2015: it was the holding company of the two printing businesses, not their subsidiary. ² ⁷ ⁶

qualification: The primary 2017 decision records Media24 holding 66.5% at the hearing and approving a divestment to no more than 19%. A different percentage in contemporaneous reporting does not replace this hearing-specific figure. Earlier proposals, control already implemented and the later divestment must not be collapsed into one timeless ownership link.
response: Media24 argued that a residual investment justified a non-operational board nominee and that existing printing arrangements did not amount to foreclosure. The Tribunal noted no evidence of foreclosure to that date and accepted the conditions as addressing the competition concerns.
outcome: The conditions terminated the restated management agreement, made printing contracts terminable on six months’ notice, barred Naspers from appointing Novus board or executive-committee members and limited Media24’s nomination right to a person outside its operational publishing management. The Tribunal found de jure control would end and continued de facto control highly unlikely.

Sources (7)

Media source · s-d103 identified by category only · Media
Media source · s-d107 identified by category only · Media
Media source · s-d314 identified by category only · Media
Court record concerning Naspers or the identified participant South African Competition Tribunal
Media source · s-d318 identified by category only · Media
Court record concerning Naspers or the identified participant South African Competition Tribunal
Media source · s-d349 identified by category only · Media

Recorded connections

Naspers Limited to Novus Holdings LimitedHistorical 2017 portfolio businessreported · Source recorded 2017-02-14; underlying appointment or transaction date and later status are not inferred from retrieval · historical
Naspers Limited to Novus Holdings LimitedGroup parent connected with proposed Novus transactionreported · Source recorded 2017-06-08; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedHistorical controlling interest; 2017 divestment condition capped residual stake at 19%reported · Historical proposal and 2017 hearing; primary Tribunal records 66.5% then cap of 19% · historical
Novus Holdings Limited to Paarl Media Holdings Proprietary LimitedParent of printing subsidiaryreported · Source recorded 2024-12-24; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Novus Holdings Limited to Novus Print (Pty) LimitedParent of printing subsidiaryreported · Source recorded 2024-12-24; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedCo-party in proposed printing mergerreported · Source recorded 2014-08-18; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedProposed acquisition/control transaction in 2017 proceedingsreported · Source recorded 2017-06-06; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedHistorical control before mandated divestment to no more than 19%reported · Source recorded 2017-06-06; underlying appointment or transaction date and later status are not inferred from retrieval · historical
Novus Holdings Limited to Paarl Media Holdings Proprietary LimitedParent of printing subsidiary in dated accountreported · Source recorded 2017-06-06; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Novus Holdings Limited to Print Media PaarlParent of printing subsidiary in dated accountreported · Source recorded 2017-06-06; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedSeller of distribution and newspaper assets to Novusreported · Source recorded 2025-01-20; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedSeller of distribution and newspaper assets to Novusreported · Source recorded 2024-07-12; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedHistorical 66.5% interest subject to reduction to no more than 19%reported · Source recorded 2017-01; underlying appointment or transaction date and later status are not inferred from retrieval · historical
Naspers Limited to Novus Holdings LimitedProhibited from appointing Novus directors or executive-committee members under conditionsreported · Source recorded 2017-08-22; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedResidual right to nominate one non-operational director under conditionsreported · Source recorded 2017-08-22; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established
Media24 Proprietary Limited to Novus Holdings LimitedSeller of distribution and newspaper assets to Novusreported · Source recorded 2024-07-15; underlying appointment or transaction date and later status are not inferred from retrieval · current or historical not established