The proposed deal between Naspers (Media24) and Paarl Media is off. Lambert Retief, non-executive chairman of the Paarl Media Group, said a decision by the Competition Tribunal to allow Caxton to “intervene on a wide range of issues” had driven his decision.
“The Retief Family signed an agreement with Media24 which gave us put options in future to oblige Media24 to buy the family’s shares in Paarl Media. After turning 60 I wanted to retire, so we exercised our put options to sell the remaining 5% and 12.5% shares in two companies in the heatset and coldset printing businesses to Media24, Retief said in a statement.
“Media24 already has more than 80% of the shares in both companies, but because I had a management agreement which would lapse, we had to notify the transaction to the Competition Commission as a ‘merger’.
“Caxton, a direct competitor, objected – as they always do. Terry Moolman is a vexatious litigant and has sued numerous companies in the past. The Competition Commission, after thoroughly considering the objections raised by Caxton, recommended to the Competition Tribunal that the merger be approved unconditionally,” said Retief.
Retief said most unexpectedly, the Tribunal allowed Caxton to intervene on a wide range of issues. “Quite extraordinarily, the Tribunal has refused to give any reasons whatsoever for its decision,” he said.
“I refuse to be part of the Caxton circus and further waste shareholders’ money,” he said. “We have therefore informed Media24 today that I’m withdrawing our put option to sell our shares, and have accordingly collapsed the transaction. My management agreement therefore remains in place.”
Media24, in a statement, said it understood Retief’s decision to withdraw his put option to sell his shares in Paarl Media. “We are disappointed that what was an uncontentious transaction has been thwarted by Caxton, a direct competitor, and we are deeply concerned that the process of notifying transactions to the competition authorities is capable of such manipulation,” it said.
Retief said that at 61, he thought a man could make a few basic decisions about his life, such as when he retires.
“We simply can’t proceed with the deal, as Caxton will be as disruptive as they can and will paralyse us operationally for years to come, given the width and depth of the interventions allowed by the Tribunal,” said Retief.
He said this would allow Caxton and its lawyers to access Media24’s commercially sensitive information.
Soundbite from Lambert Retief:
NOTE: STORY UPDATED WITH SOUNDBITE, MEDIA24 COMMENTARY
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