Shareholders of technology investor Prosus on Friday approved a deal with parent Naspers of South Africa that will move most of the economic value of the intertwined companies to Amsterdam.
Under the deal, announced on May 11, Prosus — which has a 28.9% stake in Chinese internet giant Tencent — will launch an offer to buy up to 45.4% of Naspers’ shares, issuing new Prosus shares to pay for them.
Approval, which came with 90% of the votes in favour of the deal, was already virtually assured from the Prosus side as Naspers has kept a controlling stake in Prosus since spinning the company off in a 2019 initial public offering.
In an offer period that will run July 11-August 13, Naspers shareholders who wish to tender their shares to the Prosus offer will receive 2.27 new Prosus shares, a slight premium to Naspers’ current stock price.
Prosus shareholders will also benefit, executives say, as the Naspers shares they are buying trade at a deep discount to the value of their underlying assets. Both companies are worth less than the $200 billion stake in Tencent that is held by Prosus.
The deal is intended in part to reduce that valuation discrepancy, and to move more of Naspers out of South Africa where it has an outsized weighting on the Johannesburg Stock Exchange.
Once the deal is complete, Prosus will have an interest of roughly 60% in the underlying assets and Naspers roughly 40%. Naspers will retain control of Prosus via special voting rights, and they will continue to share a single board.