Novus is refusing to up its offer for Mustek by 18% as ordered by regulators after an investigation that has effectively stalled the transaction.
The company plans to appeal a ruling that would force it to increase its offer for the JSE-listed technology business.
Initially, the takeover regulation panel (TRP) had approved Novus’ firm intention on November 15 2024, but on February 24 2025 it ruled that the DK Trust, Mustek’s biggest shareholder, acted in concert with Novus during the transaction, and withdrew its approval.
The DK Trust represents the interests of Mustek founder David Kan, who died in May 2022.
The regulator then conducted a full investigation, issuing a report in late December.
“Novus intends to apply to the takeover special committee to set aside the TRP ruling and is taking the requisite advice in this respect,” the JSE-listed firm said in a note to its investors.
The order comes as the TRP found Numus Capital, a hedge fund associated with Novus, to be another concert party.
The TRP revealed that on November 28 2024 Numus had purchased 3,000 Mustek shares at R15.41, an 18.54% premium to the R13 offer price.
“This acquisition by a concert party member during the offer period triggers the mandatory price adjustment under Regulation 111(6),” said the panel. In essence, Novus has to increase its offer to match the price that Numus had paid during the offer period, the panel said.
Novus, one of South Africa’s largest print production and manufacturing operators, is offering R13 per Mustek share, or R7 cash plus one Novus share, or two Novus shares for each Mustek share.
The deal is seen as part of Novus’s ongoing move to an investment company, diversifying away from its declining traditional printing business. The company has been working to beef up its digital effort, which would be greatly boosted by having Mustek’s capability in-house, particularly for its education offering.
While the Competition Commission and Competition Tribunal approved the deal subject to certain conditions, the TRP has created a major hurdle.
Novus, with its concert parties, hold about 34-million Mustek shares, translating into 60.25% of the technology firm’s issued share capital.
Valued at about R840m on the JSE, Mustek is an assembler and distributor of information and communications technology products. The company was established in 1987, with its brand portfolio including Acer, Asus, Samsung and Lenovo. It owns and operates the Mecer brand of computing products.
In October 2024, competition authorities approved Novus’ bid to acquire Media24’s media logistics and community newspaper portfolio, with conditions.
The deal was the result of a strategic shift that put 400 jobs at risk as Media24 announced earlier in the year that it was seeking to close the print editions of five newspapers, transitioning three of them into digital-only brands. The move also saw two of SA’s best-known magazine publications, Drum and True Love, being shut down.
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