OSN takes control of Anghami in $38 million cash-and-content deal that hands a Kuwaiti pay-TV group the board

Correction, 22 August 2026: This piece originally carried a headline stating the cash component of this deal as “8 million.” The correct figure, stated in the body throughout and confirmed against Anghami’s Form 6-K filed 3 April 2024, is $38,000,000. The headline has been corrected.

On 1 April 2024, OSN Streaming Limited closed a transaction that gave it control of Anghami Inc, the Nasdaq-listed parent of the Middle East and North Africa streaming service used by artists and labels across the Arab world, including Egypt, Morocco, Tunisia and Algeria. OSN paid $38,000,000 in cash and contributed the OSN+ video-on-demand contracts and the OSN+ brand to an Anghami subsidiary, in exchange for 36,985,507 newly issued Anghami shares, 55.45 percent of the company. No music copyright, master recording or publishing right changed hands in this transaction. What changed hands was control of the corporate parent that owns and operates the platform.

Two years on, the filings show that stake has grown further, that a takeover of the whole company is now on the table, and that a second listed media giant, Warner Bros. Discovery, has quietly picked up a slice of the entity that controls Anghami. None of that has been reported with the ownership chain traced end to end. This record does that, using only Anghami’s own regulatory filings.

What the 6-K establishes

Anghami’s Form 6-K filed 3 April 2024 sets out the mechanics. The transaction agreement was dated 21 November 2023 and closed on 1 April 2024. OSN Streaming Limited, described in the filing as an affiliate of Panther Media Group Limited, subscribed for the 36,985,507 shares for the cash-plus-assets consideration above. Alongside the share subscription, OSN also purchased 13,426,246 warrants for $1,025,765, exercisable at $11.50 per share. A registration rights agreement gave OSN four of seven board seats, including the chair, with Anghami keeping two seats and one seat going to a mutual appointee.

Four directors resigned as part of the closing: Fawad Tariq Khan, Abhayanand Singh, Jana Yamani and Walid Hanna. In their place, OSN installed Meshal Ali and Sheikha Adana Naser Sabah Al Sabah, the latter as board chair, alongside Michael Johnson and Joseph El Kawkabani. Elias Habib was named chief executive and Laura Herbin chief financial officer. Gulf DTH FZ-LLC, the entity through which OSN operated the OSN+ service before the deal, is disclosed elsewhere in Anghami’s filings as a related party under common control of Panther Media Group Limited.

Who is actually behind OSN

Anghami’s Form 20-F for fiscal year 2024, filed 30 April 2025, traces the ownership chain above OSN Streaming Limited. Panther Media Holding Limited, a special-purpose vehicle registered in the Dubai International Financial Centre, is OSN Streaming’s sole shareholder. Panther Media Group Limited, also DIFC-registered and the operator of the OSN satellite television network across the Middle East, is in turn the sole shareholder of Panther Media Holding Limited. At the top of the chain sits Kuwait Projects Company (Holding) K.S.C.P., known as KIPCO, a public shareholding company listed on the Kuwait Stock Exchange, which the 20-F identifies as the controlling shareholder of Panther Media Group Limited. Two of the four OSN-appointed directors, Meshal Ali and Michael Johnson, also sit on the Panther Media Group Limited board directly, per the same filing.

The 20-F also gives a second number for the original consideration: USD 41,499,983 recognised in Anghami’s financial statements, once the fair value of the OSN+ contracts and brand IP, assessed by an external valuation expert, is added to the $38,000,000 cash. Both figures are correct; they measure different things, and this record carries both rather than picking one.

The same filing discloses that OSN’s involvement did not stop at the 2024 closing. A Convertible Note Purchase Agreement dated 16 December 2024 gave Anghami access to up to $55,000,000 in additional financing, with $12,000,000 drawn on the signing date and a further $20,000,000 on 7 February 2025, for $32,000,000 drawn as of the filing date. The notes carry 11.0 percent payment-in-kind interest and convert to shares at $2.50 before 16 December 2025, $2.75 through 16 December 2026, and $3.00 after that, with automatic conversion of any outstanding balance at $3.00 on 16 December 2027, for up to 22,000,000 additional shares. The 20-F discloses a material uncertainty about Anghami’s ability to continue as a going concern, contingent on continued funding from its shareholders. Every dollar of that funding, per the notes’ terms, converts into more OSN-linked ownership over time.

The two ownership numbers, and why they are not a contradiction

Anghami’s Form 6-K filed 30 June 2026 states that OSN “currently owns approximately 67%” of the company and discloses a preliminary, non-binding proposal from OSN Streaming Limited to take Anghami private at $3.39 per share in cash. A special committee of independent directors, named in the filing as Nathan Scott Fine (chair), Guergui Saykov Stoyanov and Chiara Marcati, was formed to evaluate the proposal. As of the most recent filing checked, a Form 6-K filed 14 August 2026 disclosing the resignation of director Michael Johnson, the proposal remains under review and has not closed. It should not be reported as completed.

A Schedule 13D/A filed the same week, 26 June 2026, by the OSN reporting persons states a different figure: 71.27 percent beneficial ownership, made up of 6,074,721 ordinary shares plus 1,342,624 warrant shares, counted in both the numerator and the denominator as SEC beneficial-ownership rules require. The 67 percent figure appears to count ordinary shares only; the 71.27 percent figure is a fully diluted count that includes exercisable warrants. Both numbers come from Anghami’s own filings, filed within days of each other, and both are reported here.

One further flag: the warrant exercise price appears as $11.50 in the 2024 6-K and as $115 in the 2026 Schedule 13D/A filings, and Anghami’s outstanding share count falls from 66,864,696 at the end of 2024 to a base of 9,064,808 implied by the 2026 filings. A ten-for-one reverse stock split would explain both changes at once, but no filing reviewed for this record states such a split directly, so it is flagged rather than assumed.

A second shareholder in the chain: Warner Bros. Discovery

The most striking find in the 2026 filings is not about Anghami directly. A Schedule 13D/A, Amendment No. 2, filed 26 June 2026 by Warner Bros. Discovery, Inc. and its wholly owned English subsidiary Dplay Entertainment Limited, discloses that Dplay holds 19.84 percent of the total issued share capital of OSN Streaming Limited, with the remaining 80.16 percent held by OSN Streaming Holding Limited, the DIFC vehicle that sits beneath Panther Media Holding Limited in the chain above. Warner Bros. Discovery and Dplay are joint filers, alongside the OSN side, on the Schedule 13D covering the same 7,417,345 Anghami shares (71.3 percent), and the going-private proposal, per the filing, carries no financing condition and would be funded by OSN Streaming’s shareholders, “including the Reporting Persons,” subject to a shareholders’ agreement between them.

Nothing in any filing reviewed shows Warner Bros. Discovery holding a board seat at Anghami, an operational role in the platform, or any direct rights relationship with artists distributed through it. Its interest, on the documents available, is a minority stake inside the OSN holding structure that happens to sit above Anghami, not a stake in Anghami itself.

What this means for artists

If your music is on Anghami, this deal changes who ultimately controls the company that runs the platform, not who owns your recordings or compositions. Anghami’s streaming and licensing relationships with labels, distributors and collecting societies continue under whatever agreements already govern them; nothing in these filings touches those contracts directly. What has changed, and changed twice since April 2024, is the identity and leverage of the shareholder standing behind Anghami’s balance sheet: first a Middle Eastern pay-TV operator with a Kuwaiti public company at the top of its ownership chain, and now, if the going-private proposal closes, potentially full private ownership by that same chain, with a Nasdaq-listed American media company holding a minority stake one level up.

For artists and rights holders whose royalties or advances depend on Anghami’s financial stability, the going-concern disclosure and the growing convertible-note balance are the more immediately relevant facts here than the identity of the shareholder. A platform funded increasingly through debt that converts to equity is a platform whose ownership will keep shifting as that debt converts, regardless of who wins a boardroom vote today. Anyone with a direct commercial relationship with Anghami should treat the going-private proposal as pending, not decided, and should look to their own contract, not to this ownership chain, for what happens to their deal if control changes hands again.

This record relies exclusively on Anghami Inc’s SEC filings: the Form 6-K filed 3 April 2024, the Form 20-F for fiscal year 2024 filed 30 April 2025, the Schedule 13D/A filings of 26 June 2026 from both the OSN reporting persons and Warner Bros. Discovery and Dplay Entertainment Limited, the Form 6-K of 30 June 2026 and the Form 6-K of 14 August 2026. Afrobeats Wire could not confirm a reverse stock split between the 2024 and 2026 filings from any document stating one directly, and did not find a filing disclosing the current status of the going-private proposal beyond special-committee review. Anghami Inc is tracked in Afrobeats Wire’s company directory; OSN Streaming Limited, Panther Media Group Limited, Kuwait Projects Company (Holding) K.S.C.P. and Warner Bros. Discovery, Inc. are recorded as unverified counterparties for the purposes of this deal record only.