Novus Holdings has finally put an end to its protracted battle with the Takeover Regulation Panel (TRP), agreeing to lift its cash offer for Mustek minority shareholders to R15.41 per share – an 18.5 % bump on the original R13 proposal. The settlement, reached on 4 May and lodged with the Takeover Special Committee (TSC) on 25 May, preserves every substantive finding of the panel’s December 2025 ruling while giving Mustek investors a modest premium.
The deal, announced in November 2024, would see the JSE‑listed printing and packaging group, best known for textbook‑publisher Maskew Miller Learning, acquire control of Mustek, one of South Africa’s most recognisable IT distributors. Novus quietly amassed a stake just over 35 % in the technology firm, triggering a mandatory offer under the Companies Act. CEO André van der Veen has framed the move as opportunistic rather than strategic, part of a broader pivot to transform Novus into an investment‑holding vehicle as its traditional print business shrinks.
In the JSE filing, Novus outlined three core obligations it will now fulfil:
| Obligation | What it entails | Regulatory reference |
|---|---|---|
| Increase offer price | Raise mandatory cash consideration from R13 to R15.41 per share | Regulation 111(6) |
| Amend disclosures | Submit updated prospectus reflecting Numus Capital’s concert‑party status | Companies Regulations |
| Review historic filings | Re‑assess all past disclosure obligations for compliance | TRP directives |
The table shows the key steps Novus must complete to satisfy the panel. The most consequential change is the price uplift, which aligns the offer with the floor set by a concert‑party purchase made during the offer period.
Numus Capital, Novus’s broker and now recognised concert party, purchased a modest 3 000 Mustek shares at R15.41 on 28 November 2024 – just 13 days after Novus announced its firm intention to acquire Mustek on 15 November. Under regulation 111(6), any acquisition by a concert party during the offer window establishes a minimum price that the mandatory bid must meet, prompting the upward adjustment.
The TRP’s executive panel issued a narrow concession in the settlement. While it affirmed that Novus and Numus did not deliberately or intentionally breach the Companies Act, the Companies Regulations, or the market‑integrity principles, it stopped short of overturning the objective findings on concert‑party status, beneficial interest, and mandatory price adjustment. In other words, the admission pertains only to “subjective intention” and does not dilute the panel’s factual conclusions.
Novus emphasised that its compliance is driven “solely in the interest of finality and the protection of Mustek shareholders” and reiterated that the settlement does not constitute an admission of liability. The company had previously fought the panel’s decision in the High Court, winning a ruling in April 2025 that declared the panel’s March 2025 withdrawal of approval – concerning a separate concert‑party issue with the DK Trust – unlawful and unconstitutional.
Novus Mustek takeover: regulatory impasse finally easing
The settlement clears the principal regulatory hurdle that has stalled the transaction for more than 18 months. Should the TSC endorse the agreement, the price‑ratchet order issued in December 2025 would be lifted, allowing the deal to proceed in its revised form. For Mustek shareholders, the R15.41 per share offer translates into a modest premium over the pre‑offer market price, offering a tidy exit after months of uncertainty.
Industry analysts note that the modest uplift reflects the limited bargaining power of minority shareholders once a concert party’s purchase sets a price floor. Yet they also point out that the resolution restores confidence in South Africa’s takeover regime, demonstrating that the TRP can enforce compliance without resorting to protracted litigation.
In the broader context, the Novus‑Mustek saga underscores the shifting landscape of South African corporate strategy. As traditional print and publishing businesses grapple with digital disruption, groups like Novus are diversifying into technology and services, but must navigate a tightly regulated M&A environment. The outcome may encourage other conglomerates to pursue similar pivots, provided they respect the disclosure and concert‑party rules that safeguard market integrity.
The final piece of the puzzle now lies with the Takeover Special Committee. If the settlement is ratified, Novus will move forward with the revised cash offer, Numus will formalise its concert‑party status, and Mustek will transition under new ownership after a drawn‑out regulatory saga that has kept investors on edge since late 2024.
SA Report continues to monitor the TSC’s decision and will update readers on any further developments in the Novus‑Mustek takeover.