Groupe Canal+’s (“Canal+”) acquisition of MultiChoice Group Limited (“MCG”), this matter concerns the proposed transaction involving the public offer by Canal+ to acquire the remaining shares of MCG. MCG, listed on the Johannesburg Stock Exchange, is a leading provider of entertainment and related consumer services. It provides video entertainment products and services through its linear and streaming platforms to 23.5million households across 50 countries on the African continent. Canal+ is a leading international multimedia company, which is active in television broadcasting and distribution through its subsidiaries in Africa, Asia and Europe.

The acquisition is subject to competition and sector regulatory approval in multiple jurisdictions in sub-Sahara Africa. The Transaction is the largest media merger ever in Africa. It will build a global entertainment leader, with Africa at its heart, combining scale, complementary geographies, and integrated and international reach with strong local roots.

The Werksmans team was led by Wendy Rosenberg, Director and Head of the Digital Media & Electronics practice area who served as the key client relationship manager and strategic lead, overseeing all broadcasting aspects of the transaction and ensuring seamless coordination across multiple jurisdictions, including being the key advisor to MCG on the broadcasting related aspects of the terms of the transaction.

Tebogo Sibidla, a Director in Wendy’s team, provided a key role, particularly in advising on and managing the regulatory applications/notifications in seven countries.

Given the complexity of this multi-jurisdictional transaction, Samantha Sinden, a Director in Wendy’s team, played a critical role as the project manager for the Werksmans team, working closely with Wendy Rosenberg to drive the execution of the regulatory aspects of the transaction. Samantha was the primary liaison with the MCG legal team working on the broadcasting regulatory aspects, overseeing the day-to-day progress of the regulatory aspects of the transaction and ensuring alignment across all stakeholders.

This transaction has the potential to reshape the media and entertainment landscape across the continent.

The transaction will equip the combined group to respond to key pressures, thereby promoting the sustainability of key players in the African broadcasting space.

As the broadcasting advisors to MCG, Werksmans is playing a pivotal role in obtaining the regulatory approvals without which the transaction may not proceed.

Werksmans Attorneys (Werksmans) provided legal advice to Kasada Capital Management (Pty) Ltd, a real estate private equity firm dedicated to hospitality in Sub-Saharan Africa (Kasada) in its acquisition of the hotel business trading under the name “The Bank-Rosebank” and the restaurant business trading under the name “Proud Mary” in Rosebank, Johannesburg (collectively the Hotel & Restaurant Business), effective 2 September 2024 (Transaction).

This acquisition by Kasada further strengthens its position in South Africa since its arrival, where it has, to date, made more than three investments in South Africa. Kasada acquired the prestigious Cape Grace by Fairmont in 2022 (in which Werksmans acted), the Pullman Cape Town in 2023 (in which Werksmans acted), the existing Transaction and is developing a Mama Shelter with Ennismore Holdings Limited (Ennismore).

Werksmans represented Kasada on the Transaction, providing a full scope of legal services to implement the acquisition, including advising on the Kasada offer letter to the seller, providing structuring advice to Kasada, conducting a due diligence investigation on the target, Competition Commission regulatory approvals, review and negotiating the terms of the acquisition agreements.

The team advising Kasada comprised of Bafana Ntuli (director in the private equity practice area) and Fátima Rodrigues (an erstwhile director in the property & real estate practice area, who has retired) co-leads. Other lawyers who contributed to advising Kasada on multiple aspects are Khathu Neluheni, Dominique Arteiro, Anastasia Vatalidis, Kerry Fredericks, Lynsey Watson, Kyle Fyfe, Varshani Ramson, Kyle Changlrayn, Ntombi Nzimande and many others on the legal due diligence.

A subsidiary of JSE-listed Sail (previously Chrometco), Black Chrome Mine (BCM) filed for business rescue on 9 June 2022. While two conditional binding offers were received for the assets of BCM, neither were deemed suitable given execution risk and low returns to concurrent creditors. The best outcome for affected persons was to restart the mining operations and generate cash for repayment of creditors. The restructuring of the company involved a pure trade out scenario together with an extensive operational restructuring which permitted the re-start of the underground mining operations. BCM exited business rescue on 13 December 2024.

Werksmans, led by Dr. Eric Levenstein – Director and Head of the Insolvency & Business Rescue practice area – was appointed as the legal advisors of BCM to assist with all legal implications pertaining to the business rescue process which was finally concluded on 13 December 2024 and this deal has been nominated as the 2024 Business Rescue Transaction of the Year by Dealmakers and valued at R534 million.

Werksmans’ Erich Bell, a Director in the Tax practice area led all tax-related legal matters.

The present case involved certain Value-Added Tax (“VAT”) and Mineral and Petroleum Resources Royalty (“MPRR”) contraventions that were committed by BCM both before and after the business rescue commencement date. Werksmans assisted BCM with submitting a Voluntary Disclosure Programme (“VDP”) application to the South African Revenue Service to regularise these tax contraventions. The VDP application required Werksmans to make detailed.

Werksmans acted for a BEE consortium acquiring the Nampak Limited’s cross-border Liquid Cartons business, which operates in South Africa, Botswana, eSwatini, Zambia, Malawi and Burkina Faso. The consortium comprises RMB Corvest and Dlondlobala Capital (a majority black women-owned private equity fund).

The transaction and the need for timeous closing was crucial to Nampak’s turnaround and injection of liquidity, and involved the disposal of a business division that manufactured paper packaging for a wide range of everyday liquid and dry food products, ranging from dairy (milk, yoghurt and mageu) to fruit juices, water, wine, cereals, pet foods and others.

In South Africa, the transaction raised the question of how the competition authorities should approach empowerment ownership as a public interest consideration in terms of the Competition Act when differences arise with how that concept is assessed in terms of the B-BBEE legislation and codes. These matters were of sufficient complexity that they led to consultation between the B-BBEE Commission and the Competition Commission, ultimately leading to the Competition Tribunal ruling that B-BBEE principles can lead to different results. The Competition Tribunal ultimately accepted the merging parties’ legal counsel’s submissions as to the correct approach under the Competition Act.

Werksmans team comprised of Roelof Bonnet – Director, Etta Chang – Director,  Cyprian Mthembu – Director,  Paul Cleland – Director,  Seroshan Padayachy – Director,  Janine Hollesen – Director,  Bradley Workman-Davies – Director Jacques van Wyk – Director, Dannielle Fiff – Senior Associate and Kwanele Diniso – Associate.

Werksmans Attorneys successfully represented a Danish investor in a high-stakes international arbitration involving a multi-million dollar claim against an East African State. The confidential proceedings took place before the Permanent Court of Arbitration (“the PCA”) at the Peace Palace in The Hague.

The dispute originated in the 1970s and centred on the expropriation of the investor’s substantial agricultural assets, including two large farms and associated machinery. Despite extensive litigation in the local east African courts, the matter remained unresolved for decades.

Werksmans advised the investor on his rights under international law, particularly in relation to the state’s breaches of the Bilateral Investment Treaty (“BIT”) between Denmark and the East African State. This strategic legal advice led to the escalation of the dispute to the international arena.

The arbitration hearing took place before the PCA in April 2024 where arguments and final submissions were made by both parties. The investor’s strong legal position established at the hearing prompted the East African State to approach Werksmans to negotiate a resolution. A comprehensive settlement agreement was concluded in April 2025, bringing a long-standing and complex dispute to a favourable close for the investor. This is a significant achievement given the dispute’s historical and geopolitical complexity.

Werksmans’ legal team was led by Roger Wakefield, a Director in the Disputes practice area, together with Daniela Pisanti (Director) and Abena Osei (Senior Associate).

This case highlights Werksmans’ strength in cross-border disputes, international arbitration, and negotiation with a government, and underscores the team’s ability to deliver world-class outcomes in matters of international investment protection which are traditionally dealt with by firms in London and Washington. Werksmans demonstrated its unique knowledge of Africa and African-related disputes and the appropriateness of using African firms.

Werksmans acted as Sponsor counsel for the project consortium consisting of African Infrastructure Investment Managers, through its renewable energy project development and delivery platform, African Clean Energy Developments (ACED), EIMS Africa, and Reatile Renewables in the successful financial close of the 140MW Ishwati Emoyeni Wind Farm Project, with a total project cost of approximately ZAR4.9 billion.

A key aspect of this project is the generator power purchase agreement concluded with NOA, making it the first large-scale renewable energy project in South Africa to reach financial close with an energy trader as the offtaker. NOA received its trading licence from NERSA on 31 January 2025, allowing it to purchase the renewable energy generated by the Ishwati Emoyeni Wind Farm and distribute it to the end customers in its portfolio.

This ZAR4.9 billion project will feature 32 Vestas 4.5MW wind turbines and is expected to start generating electricity in 2026. It is located near Murraysburg in the Western Cape and is adjacent to its sister projects, being two wind farms of the same size named Umsinde Emoyeni Wind Farm and Khangela Emoyeni Wind Farm. Werksmans acted as Sponsor counsel for both sister projects as well, which projects achieved financial close in May 2024.

The team comprised, Head of Infrastructure & Energy – Chris Moraitis, Directors – Astrid Berman and Jonathan Behr, Head of Real Estate – Johan Lubbe, Senior Associate – Kristen Elliott, Associate – Zoë Austen, and Candidate Attorney – Mishka Ramraj.

Werksmans negotiated a pioneering generator power purchase agreement. This agreement regulated, amongst other things, the trader’s portfolio so as to ensure compliance with specific milestones and requirements to the satisfaction of both the lenders and the seller. Werksmans’ legal team is proud to have played a pivotal role as Sponsor counsel in this historic win for green energy in South Africa. We are thrilled to have provided the necessary strategic advice to the Sponsors on this innovative project structure, contributing to the project’s successful close.

This is a leveraged acquisition finance deal in which a consortium of local and international investors led by Actis Africa Limited (“Actis”), acquired 100% of the issued share capital of Swiftnet SOC Limited (“Swiftnet”) from Telkom SA SOC Limited. Actis is a leading private investment firm with an extensive investment portfolio in emerging markets and sustainable infrastructure. Swiftnet is a key player in South Africa’s tower infrastructure market and it’s tower portfolio has communication towers which span across 9 of South Africa’s provinces.

Werksmans attorneys were appointed to advise the lenders, The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division, and Investec Bank Limited, acting through its Investment Banking division: Sponsor Leveraged Finance (the “Lenders”), on the debt financing aspects of the acquisition. Actis were represented by Webber Wentzel. Following the acquisition, Swiftnet entered into a Sale of Business and Lease Agreement with Swiftnet Towerco, a subsidiary of Tower Bidco, with Swiftnet Towerco settling the purchase consideration thereunder using the proceeds of senior term and mezzanine funding from the Lenders. The funds were then distributed by Swiftnet to Tower Bidco to be utilised to discharge its obligations owing to the Lenders under the bridge funding.

This transaction is of significance as it will enable Swiftnet to expand its tower portfolio and meet the increasing demand for digital access across South Africa. South Africa has seen rapidly growing internet usage and data consumption, with a transition away from 3G and 4G toward 5G and 6G technologies. This transaction will position Swiftnet to expand its coverage to traditionally underserved rural areas, providing access to reliable and fast connectivity for businesses and communities across the country. This is significant in contributing towards the advancement and modernisation of digital telecommunications infrastructure in South Africa, promoting digital inclusion.

The Werksmans team appointed as advisors to the Lenders on the debt financing aspects of the transaction was led by partner Jenni Darling, and included senior associates James Wewege, Daniella van Wyk and associate Ndzalama Dumisa. The team was instrumental in the negotiation, drafting and settling of the suite of funding documentation, as well as the related security documentation consisting of inter alia registrable and unregistrable security within the context of a security SPV structure.