NIGERIA – The Directors of Nigerian Breweries (NB) and Consolidated Breweries (CB) have stressed that the proposed merger of the two companies would enable the firms to align their long-term strategic interests in order to enhance operational efficiencies of both companies thereby maximizing value for all shareholders. 

According to the companies, the combination would ultimately reduce overheads and enhance shareholder value through the exploitation of various operational synergies. 

It added that this would boost profitability; as it would result in improved revenues, cost savings and operational efficiencies.

“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.

Following the 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.

“Heineken is represented on both boards, but does not make these decisions on its own. Ultimately, the proposal to merge will be approved by 75per cent of the shareholders of the two companies present and voting in separate Court Ordered Meetings.

The Notice of Meeting has been published and we have commenced dispatch of the scheme of merger documents to all shareholders. 

“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. 

“However, Heineken has informed both companies that it does not intend to exercise this right to vote. Heineken’s decision will give the minority shareholders of both companies sole discretion as to whether to approve the proposed merger.

If the shareholders approve the merger we expect that merger will be completed in January 2015. Until all the statutory processes are completed, both companies will continue to operate separately.”

According to them, 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, while the surviving entity of the merger will be named ‘Nigerian Breweries Plc’. 

It explained that the shareholders of Consolidated Breweries would receive four ordinary shares in Nigerian Breweries for every five ordinary shares held in Consolidated Breweries as at the terminal date or a cash consideration of N120 per share of Consolidated Breweries held. 

The proposed merger, according to the companies would enable the surviving entity, Nigerian Breweries; efficiently manufacture products of both entities through the combined operational capacity of both companies.

It added that Products would also be sold and distributed across the combined sales and distribution network of the two companies.

November 11, 2014;