Billionaire Jannie Mouton’s R7.2bn bid to buy Curro and convert it into a non-profit company has bumped into regulatory friction that could collapse the deal and unsettle investors who had pencilled in a swift delisting.
The merging parties are pushing for an unconditional approval, saying the transaction raises no competition concerns.
The mooted deal, touted as a “game-changing” transaction for the education sector, has received unconditional approvals from Namibian and Botswana competition authorities.
The Competition Commission is playing hardball, requesting a 10-day extension for a fulsome review, a stance Business Day has learnt has infuriated the merging parties and put the deal’s fate on a knife-edge for the next two weeks.
Curro did not respond to requests to comment. However, it drew an implicit red line in a note to shareholders on Tuesday, saying the deal can go ahead either with an unconditional clearance or with conditions the Mouton family finds acceptable.
“By way of update, the only suspensive condition to the proposed transaction that remains outstanding is approval from the SA competition authorities on an unconditional basis, or on conditions acceptable to the offeror [Mouton],” Curro said.
“In this regard, shareholders are advised there has been engagement with theCompetition Commission and the department of trade, industry & competition, after which the offeror has agreed to grant the Competition Commission an extension of 10 business days to allow the department additional time to provide its feedback,” it said.
“Given the extension required by the Competition Commission, the salient dates and times set out in the circular will need to be revised. A revised timetable will be announced on Sens as soon as possible and is solely dependent on timely feedback being received from the department and approval from the competition authorities.”
The parties made their submissions to competition authorities in September. The mooted deal has also received unconditional approval from the financial surveillance department of the Reserve Bank and the South Africa Revenue Service on the basis of its being a public benefit organisation (PBO) to ensure Curro operates in accordance with and delivers on what is envisaged in terms of the proposed transaction.
The commission could not be drawn to discussing the specifics of the Curro deal: “The matter is under investigation and a statement will be released when the commission is ready to refer the matter to the tribunal for determination,” said spokesperson Siyabulela Makunga.
The transaction blurs philanthropy and corporate control of a company that dominates private education and has mapped out plans to expand in underserved areas. It sits awkwardly against the commission’s dual mandate to protect competition and advance public interest objectives,— a tension that risks a breakdown in the transaction.
At the end of the 2025 financial year, Curro had about 72,638 pupils, with its present facilities having the capacity to accommodate as many as an additional 30,000 pupils.
Curro’s growth will be accelerated through reinvestment of its potential surplus to scale its offering faster and further (through new builds, expansions, acquiring of schools and innovation in education)
— Circular
In the circular providing the finer details of the deal, Curro said the Mouton family has ambitions to grow the company’s footprint.
“At present, Curro demonstrates the evolution of its business model towards sustainably high returns for shareholders, albeit gradually, given the long-cycle nature of the education sector. Management adopted an introspective approach to drive financial margins and returns higher rather than to expand Curro’s network during the last few years in a period of anaemic economic growth for SA,” the circular reads.
“Given that Curro will become an non-profit company and PBO going forward, though it will continue to operate with efficiency and expansion, Curro’s growth will be accelerated through reinvestment of its potential surplus to scale its offering faster and further (through new builds, expansions, acquiring of schools and innovation in education).”
Curro shareholders last month voted in favour of Mouton’s offer to take the group private, putting it on track to delist from the JSE in a month’s time.
In August Mouton — founder of Capitec, PSG Group and PSG Financial Services — offered R13 a share for Curro through his Jannie Mouton Stigting, valuing the deal at the time at R7.2bn
Mouton has, over the years, personally donated a portion of his accumulated wealth to his trust. The objectives of the trust are focused primarily on the provision of bursaries and grants for study to pupils and students in SA, community development and outreach and the alleviation of poverty in the country.
“The trust has identified Curro as the ideal vehicle through which to achieve the objectives, given it is a reputable business and has a strong and forward-thinking management team,” the circular reads.
“The Curro grou has about 85% black pupils. The trust’s vision is to position Curro as an everlasting independent education institution that uses its funds to build more schools, expand facilities and its education offering and to provide bursaries for study to augment the government’s efforts to provide excellent education to the leaders of tomorrow.”
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