Novus Holdings has folded in its fight against the Takeover Regulation Panel (TRP), agreeing to pay Mustek minority shareholders R15.41/share – an 18.5% increase on its original R13 offer – in a settlement that preserves every substantive finding of the panel’s December ruling.
The deal, first announced in November 2024, would see Novus – a JSE-listed printing and packaging group whose holdings include textbook publisher Maskew Miller Learning – acquire control of Mustek, one of South Africa’s best-known IT distributors.
The mandatory offer was triggered after Novus quietly built a stake of more than 35% in the technology firm. CEO André van der Veen has described the acquisition as opportunistic rather than strategic, and part of a broader pivot to reposition Novus as an investment holding company as its traditional print business contracts.
In an announcement issued via the JSE on Tuesday, Novus said it had concluded a settlement agreement with the TRP and its broker, Numus Capital, on 4 May. The three parties jointly submitted an application to the Takeover Special Committee (TSC) on 25 May to have the settlement made an order of the committee.
The settlement preserves all regulatory orders of the 24 December 2025 ruling in full. Under its terms, Novus has undertaken to:
- Increase the cash consideration of the mandatory offer from R13 to R15.41 for all Mustek shareholders, in line with regulation 111(6) of the companies regulations;
- File amended disclosure documentation with the panel and the JSE reflecting Numus’s status as a concert party; and
- Reassess all historical disclosure obligations.
In return, Novus and Numus secured a narrow concession. The TRP’s executive has acknowledged, for the purposes of the settlement only, that the two parties did not “deliberately or intentionally” contravene the Companies Act, the companies regulations or the principles of market integrity and shareholder protection.
The announcement makes it clear that the acknowledgement is directed specifically at “the question of subjective intention” and “does not qualify, diminish or affect the objective findings of the ruling regarding concert party status, beneficial interest, disclosure breaches or the mandatory price adjustment”.
Novus said its compliance was undertaken “solely in the interest of finality and the protection of Mustek shareholders” and stressed the settlement did not amount to an admission of liability or wrongdoing.
The price adjustment was triggered by Numus’s purchase of just 3 000 Mustek shares at R15.41 on 28 November 2024, 13 days after Novus’s firm intention announcement on 15 November 2024. Under regulation 111(6), a concert party’s acquisition during the offer period sets a floor for the mandatory offer price.
Saga
The capitulation marks a striking turn in a dispute Novus had appeared willing to litigate. The company successfully challenged an earlier TRP ruling against the deal in the high court in April 2025, with the court setting aside as unlawful and unconstitutional the panel’s March 2025 withdrawal of approval over a separate concert-party finding involving the DK Trust.
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If confirmed by the TSC, the settlement clears the principal regulatory obstacle to a deal that has been blocked in its current form since the December 2025 price-ratchet ruling, and whose broader regulatory saga has now stretched over 18 months. – © 2026 NewsCentral Media