In South Africa, the Competition Tribunal has granted unconditional approval for eMedia Holdings (EMH) to proceed with its acquisition plan, which aims to boost its stake in eMedia Investments (EMI).
This merger is a key part of a broader initiative that will enable eMedia shares to be distributed among Remgro’s shareholders. EMH anticipates that this move will provide it with greater control over EMI’s strategic direction while enhancing the liquidity of its stock.
The approval follows a recommendation from the Competition Commission, which indicated that the transaction would not significantly hinder competition within any market. Once the deal is finalised, EMH will have complete authority over EMI.
eMedia Investments owns several entities, including E-tv, Platco Digital, E-sat TV, Yired, SASANI Studios, and eMedia Properties, with Platco Digital managing the satellite service Openview.
EMH is publicly traded on the Johannesburg Stock Exchange and is entirely controlled by Hosken Consolidated Investments (HCI). The Commission highlighted that EMH and HCI have diverse investments spanning multiple sectors, such as hospitality, media, transportation, energy, technology, and real estate.
In 2000, a restructuring of the Rembrandt Group led to the formation of VenFin, a holding company that gained joint control of EMI with EMH. Technology investments were assigned to VenFin during this restructuring, while traditional investments remained under Remgro’s control.
Remgro is a South African investment holding company listed on the JSE. It has interests in various sectors, including healthcare, consumer goods, insurance, industry, infrastructure, media, and sports.
According to the Competition Commission, the proposed merger is unlikely to substantially reduce or obstruct competition, as it is described as an internal restructuring with no significant public interest issues.
In their documentation outlining the transaction, eMedia clarified that EMH currently owns approximately 67.69% of EMI, while VenFin holds the remaining shares. Under the new agreement, VenFin will exchange its EMI shares for shares in EMH, which it is obligated to distribute to Remgro’s shareholders immediately.
Should VenFin or Remgro neglect to distribute the shares, EMH retains the right to repurchase them for a total cash amount up to US$3.3 million.
eMedia has stated that this merger will significantly increase EMH’s scale by consolidating complete ownership of EMI under the publicly listed company, ensuring that EMH has both independent and comprehensive control over EMI’s future strategic objectives. Furthermore, the transaction aims to increase the percentage of EMH N shares held by the public, thereby enhancing market liquidity and availability.
