Post proposed merger, the shareholders of Consolidated Breweries plc will receive four (4) ordinary shares in Nigerian Breweries plc for every five (5) ordinary shares held in Consolidated Breweries as at the terminal date or a cash consideration of N120 per share of Consolidated Breweries held.
Following the Securities and Exchange Commission (SEC) approval of the scheme of merger and subsequent approval of the Federal High Court, Nigerian Breweries plc and Consolidated Breweries plc have commenced preparations for their separate Court Ordered Meetings (COM) to seek shareholders consent to the proposed merger.
Both Court Ordered Meetings have been scheduled for Thursday December 4, 2014. While Court Ordered Meetings for shareholders of Consolidated Breweries plc will hold at the Lagoon Restaurant on Ozumba Mbadiwe Street, Victoria Island, Lagos from 11am, that for shareholders of Nigerian Breweries Plc will be held at Zinnia Hall, Eko Hotel, Adetokunbo Ademola Street, Victoria Island, Lagos by 2pm.
The expected benefits of the merger for shareholders relate to: operational efficiencies, access to capital, liquidity for shareholders, shareholder value creation, increased market capitalization, among others.
The proposal to be placed before the shareholders is to combine the operations of Consolidated Breweries and Nigerian Breweries into a single legal entity effected through a Scheme of Merger. The surviving entity of the merger will be named “Nigerian Breweries plc”.
It was further learnt that a decision to merge has been taken by the boards of both companies, in the best interest of each business, its brands and its people. HEINEKEN is represented on both boards, but does not make these decisions on its own, a source close to the deal said.
Ultimately, the proposal to merge will be approved by 75% of the shareholders of the two companies present and voting in separate Court Ordered Meetings. While HEINEKEN as shareholder of these two companies has the right to vote and is in favour of the merger, HEINEKEN has decided not to vote, avoiding any possible doubts on Heineken’s integrity/conflicts of interest in this deal. HEINEKEN’s decision will give the minority shareholders of both companies sole discretion as to whether to approve the proposed merger.
HEINEKEN N.V is the majority shareholder in both companies and its share ownership gives it a right to vote on the transaction like every other shareholder.
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