Printing and packaging firm Novus Holdings’ offer to buy out other shareholders in technology group Mustek has hit another hurdle.
The two companies said in a joint announcement issued via the JSE on Friday that the Takeover Regulation Panel (TRP) is holding off from issuing a certificate of compliance, which is required before the transaction can be consummated.
Novus had told Mustek shareholders in a circular that it had expected to receive the certificate from the TRP by no later than 1 August 2025. This will no longer happen.
“The TRP has received certain complaints and, after considering these complaints, has initiated an investigation into … Novus’s and Mustek’s conduct in relation to the mandatory offer,” they said, without providing details about the complaints.
“Novus and Mustek are engaging with the TRP to resolve the TRP investigation as soon as possible and will provide Mustek shareholders with updates when appropriate.”
The TRP “cannot issue a certificate of compliance while the TRP investigation is ongoing”, they added, effectively putting the transaction on ice for now.
This is not the first time that the deal has run into trouble at the TRP. In March, the companies said the regulator had “unilaterally withdrawn” its approval of Novus’s “firm intention announcement” regarding the Mustek offer and gave the firm 20 business days to publish a revised announcement. It took the matter to court and secured an order declaring the TRP’s ruling “unlawful” and “unconstitutional”.
Mandatory offer
Novus was legally compelled to make a mandatory offer to Mustek shareholders last November after its shareholding in the technology distributor breached the 35% mark.
An offer comprising a cash consideration of R13/share; or a cash amount of R7/share plus one ordinary share in Novus for each Mustek share held; or two Novus shares for each Mustek share tendered was then made to shareholders.
The deal hit its first speed bump in February this year when the TRP, an independent body reporting to the minister of trade, industry & competition, concluded that Mustek shareholder the DK Trust acted as a “concert party” to Novus’s bid to acquire Mustek.
Following an investigation, the TRP concluded that Novus acted “in concert” with the DK Trust – created by late Mustek founder David Kan – in setting up the transaction, a move that may have disadvantaged smaller shareholders in Mustek.
Novus CEO André van der Veen told TechCentral at the time that although the findings by TRP were considered by Novus to be incorrect, the only party materially affected by the ruling was the DK Trust, which will for six months after the conclusion of the deal be barred from buying Mustek or Novus shares.
Van der Veen said that although Novus disagreed with the TRP’s findings, the statutory body’s internal appeal mechanisms are non-existent because trade minister Parks Tau was yet to appoint the relevant staff member to fulfil the function.
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This left Novus with no other option but to take the matter to court if it wanted to rectify the disagreement. Van der Veen said this would only delay the deal without any substantial benefit to the stakeholders involved and so no legal action was pursued.
Van der Veen could not immediately be reached for comment on Friday. Mustek CEO Hein Engelbrecht referred TechCentral to Van der Veen for comment. – © 2025 NewsCentral Media
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