JSE-listed Mpact says it has not agreed to a joint merger notification with Caxton on the grounds that Caxton has, among other things, not disclosed a proposed offer price or terms.
It states that its board is, therefore, unable to determine whether any such offer would be in the best interests of shareholders of the company.
This follows after Mpact on June 24 received a letter from the South African Competition Commission advising it that Caxton and CTP Publishers and Printers had notified the commission that it had taken a decision to increase its shareholding in Mpact of about 32%, which would likely result in it acquiring control over Mpact.
The letter also advised that Caxton had not yet made a formal offer to the Mpact shareholders and that, in circumstances where it acquires an interest equal to or greater than 35% in the issued share capital of Mpact, it will be required to make a mandatory offer to shareholders.
Moreover, the letter has notified the commission that Caxton seeks to obtain merger approval in terms of the Competition Act in advance of triggering the mandatory offer to obtain regulatory certainty and to avoid any unnecessary delays in the implementation of the mandatory offer.
Lastly, Caxton had requested permission from the commission to file a separate notification of merger.
The commission has yet to determine whether Caxton will be permitted to file a separate merger notification.
In the event that permission is granted by the commission for Caxton to file a separate merger notification, Mpact says, the merger will be a large merger as defined in the Competition Act, and owing to competition and public interest considerations, the process leading to a decision from the competition authorities may take many months.