Novus Holdings Wins Court Appeal, R335-Million Mustek Buyout Back on Track

A major acquisition in South Africa’s technology sector is back on track after Novus Holdings won its legal battle with the Takeover Regulation Panel (TRP). The High Court has ruled in Novus’ favor, allowing the company to proceed with its R335-million mandatory offer to acquire Mustek, one of the country’s oldest computer hardware distributors.

Novus had acquired over 35% of Mustek in November 2024, triggering a mandatory buyout offer as required under South African takeover regulations. Although the TRP initially approved Novus’ firm intention announcement (FIA) on 15 November 2024, it later reversed its stance and instructed the company to withdraw and resubmit the offer — a move Novus immediately vowed to contest in court.

In a notice published on the JSE News Service, Novus confirmed that the High Court heard the urgent appeal on Friday, 25 April 2025. The following day, the court ruled that the TRP’s order was unlawful and unconstitutional, setting it aside.

“The order directed Novus to post an offer circular reflecting its FIA and supplementary firm intention announcement within five days of the date of the order,” Novus said in its statement.

The ruling also obliges the TRP to cover Novus’ legal costs, including fees for two counsel. However, the panel has reserved the right to reconsider the matter once the court provides full reasoning for its decision.

In the meantime, the TRP stated it would comply with the order to prevent further delays or potential contempt of court charges.

Details of the R335-Million Offer

Under the terms of the offer, Mustek shareholders can choose from several options:

• R13 in cash per share
• R7 in cash plus one Novus share
• Two Novus shares for every one Mustek share

At market close on Tuesday, Mustek shares traded at R13.74, while Novus closed at R6.60.

Novus confirmed that it has secured an irrevocable unconditional guarantee from Investec, covering the full R335 million required for the buyout.

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Resistance from Key Mustek Shareholders

Despite regulatory clearance, Novus may face headwinds from within Mustek. The company disclosed that it had received irrevocable undertakings from three significant Mustek shareholders — the DK Trust, Managing Director Neels Coetzee, and CEO Hein Engelbrecht — who collectively control 20.29% of issued shares. All have pledged to reject the offer.

Regulatory Timeline and Contingency Plans

The final long stop date to fulfill all regulatory approvals is 31 July 2025. If the suspensive conditions are not met by then, Novus stated it would reduce its stake in Mustek to below 35%, in compliance with TRP guidance.

The High Court ruling marks a turning point in the deal, clearing a major legal obstacle and setting the stage for one of the most significant tech acquisitions in recent South African history.