Prosus N.V. (ENXTAM:PRX) offered to acquire an additional 45.3% stake in Naspers Limited (JSE:NPN) for approximately ZAR 650 billion on May 12, 2021. Under the exchange offer, Prosus will issue 448.99 million new Prosus ordinary shares N for each Nasper N share. Post-closing, Prosus will hold a 49.5% stake in Naspers. The transaction is subject to the terms and conditions of the exchange offer including approval of exchange offer by Prosus shareholders, Prosus obtaining all regulatory approvals required to implement the transaction; Prosus obtaining all regulatory approvals required to implement the transaction; minimum acceptance condition that that Prosus has received and has valid acceptances at the close of the exchange offer and hold not less than 49% of the total issued Naspers N ordinary shares. The Prosus unanimously supported and recommended that Prosus shareholders vote in favor of resolution regarding the transaction. The extraordinary general meeting of Prosus shareholders will be held on July 9, 2021. The offeror under a public offer is also entitled to start squeeze-out proceedings if, following the public offer, the offeror contributes at least 95% of the outstanding share capital and represents at least 95% of the voting rights. As of July 9, 2021, the transaction has been approved by the requisite majority of shareholders of Prosus N.V., in an extraordinary general meeting. On July 12, 2021, the offer got opened. The exchange offer will open on July 12, 2021 and August 13, 2021. On August 13, 2021, all exchange offer conditions, including the minimum acceptance condition, have been satisfied. As a result, the exchange offer has become unconditional in accordance with its terms. The settlement of the payment expected to be on August 16, 2021. The transaction is expected to provide an opportunity for value accretion from the exchange of Naspers N ordinary shares. Allen & Overy LLP, Webber Wentzel, and Cravath, Swaine & Moore LLP acted as legal advisors to Prosus and Naspers. Goldman Sachs Bank Europe SE and Morgan Stanley & Co. International plc acted as financial advisors, Pricewaterhousecoopers Accountants N.V. acted as an accountant and Computershare Investor Services (Proprietary) Limited acted as a transfer agent to Prosus.

Prosus N.V. (ENXTAM:PRX) completed the acquisition of an additional 45.3% stake in Naspers Limited (JSE:NPN) for approximately on August 13, 2021.