Termination of Agreement to Acquire BillDesk

Rhea-AI Summary

Naspers announced the termination of its proposed acquisition of BillDesk for US$4.7 billion after failing to meet conditions by the long stop date of 30 September 2022. PayU, a subsidiary of Prosus, secured regulatory approval from the Competition Commission of India on 5 September 2022, but other conditions were unmet. Despite this setback, Naspers remains committed to investing in India, having invested nearly US$6 billion in Indian technology since 2005.

Positive

• Naspers has invested close to US$6 billion in Indian technology companies since 2005, indicating a strong commitment to the market.

Negative

• The acquisition of BillDesk for US$4.7 billion was terminated due to unmet conditions, which may hinder growth opportunities.

CAPE TOWN, South Africa--(BUSINESS WIRE)-- Naspers Limited ("Naspers") (JSE: NPN): On 31 August 2021, Naspers announced that an agreement had been reached between PayU Payments Private Limited (PayU), a subsidiary of Prosus N.V. (Prosus), and the shareholders of the Indian digital payments provider BillDesk to acquire BillDesk for US$4.7 billion.

Closing of the transaction was subject to the fulfilment of various conditions precedent, including approval by the Competition Commission of India (CCI). PayU secured CCI approval on 5 September 2022. However, certain conditions precedent were not fulfilled by the 30 September 2022 long stop date, and the agreement has terminated automatically in accordance with its terms and, accordingly, the proposed transaction will not be implemented.

Naspers, through its subsidiary Prosus, has been a long-term investor and operator in India - investing close to US$6 billion in Indian technology companies since 2005. Naspers remains committed to the Indian market and growing its existing businesses within the region.

CAPE TOWN

3 October 2022
Equity Sponsor: Investec Bank Limited

About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam and a secondary listing on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.

In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce companies in the country. These include Takealot, Mr D Food, Superbalist, Autotrader, Property24 and PayU, in addition to Media24, South Africa’s leading print and digital media business.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa and has a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.

For more information, please visit www.naspers.com.

Naspers Foundry
Naspers is focused on stimulating South Africa’s local tech sector through Naspers Foundry. This is a R1.4 billion investment vehicle that invests in early-stage technology companies that seek to address big societal needs.

Naspers Labs
In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa’s unemployed youth into economic activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.

Naspers for Good
Naspers employees are equally committed to giving back. Naspers for Good is a corporate philanthropy fund administered by a committee of employees in South Africa. Through the fund, Naspers forms partnerships with organisations that have a proven track record of delivering solutions for the most pressing challenges affecting our communities. Email causes@naspers.com for more information.

Response to COVID-19
Naspers contributed R1.5 billion of emergency aid to support the South African government’s response to the COVID-19 pandemic. This contribution consisted of R500 million towards the Solidarity Fund, and R1 billion worth of PPE sourced and distributed to South Africa’s front-line healthcare workers. In addition, Naspers contributed R6.9 million to the Nelson Mandela Foundation’s EachOne FeedOne programme to support families impacted by COVID-19 with meals for a year.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.

Disclaimer

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

The information contained in this announcement may contain forward-looking statements, estimates and projections. Forward-looking statements involve all matters that are not historical and may be identified by the words “anticipate”, ”believe”, ”estimate”, ”expect”, ”intend”, ”may”, ”should”, ”will”, ”would” and similar expressions or their negatives, but the absence of these words does not necessarily mean that a statement is not forward-looking. These statements reflect Naspers’ intentions, beliefs or current expectations, involve elements of subjective judgement and analysis and are based upon the best judgement of Naspers as of the date of this announcement, but could prove to be wrong. These statements are subject to change without notice and are based on a number of assumptions and entail known and unknown risks and uncertainties. Therefore, you should not rely on these forward-looking statements as a prediction of actual results.

Any forward-looking statements are made only as of the date of this announcement and neither Naspers nor any other person gives any undertaking, or is under any obligation, to update these forward-looking statements for events or circumstances that occur subsequent to the date of this announcement or to update or keep current any of the information contained herein, any changes in assumptions or changes in factors affecting these statements and this announcement is not a representation by Naspers or any other person that they will do so, except to the extent required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221003005288/en/

Enquiries

Investor Enquiries

Eoin Ryan, Head of Investor Relations

+1 347-210-4305

Media Enquiries

Nicola McGowan, Chief Communications Officer

+ 44 7563 257 245

Source: Naspers Limited

FAQ

Why was the acquisition of BillDesk by PayU terminated?

The acquisition was terminated because certain conditions were not fulfilled by the long stop date of 30 September 2022.

What is the value of the terminated acquisition deal for BillDesk?

The proposed acquisition deal for BillDesk was valued at US$4.7 billion.

What regulatory approval did PayU secure for the BillDesk acquisition?

PayU secured approval from the Competition Commission of India on 5 September 2022.

How much has Naspers invested in Indian technology companies?

Naspers has invested nearly US$6 billion in Indian technology companies since 2005.