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Merger: NB Plc Announces Details of Court Ordered Meeting

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The Board of Nigerian Breweries Plc has announced the receipt of approval from the Federal High Court to hold a Court Ordered Meeting of shareholders of the company to consider its proposed merger with Consolidated Breweries Plc.

In a statement signed by Nico Vervelde, Managing Director/CEO, Nigerian Breweries Plc, the company disclosed that “the Court Ordered Meeting is scheduled to hold on Thursday December 4, 2014 at the Zinnia Hall of Eko Hotel, Victoria Island, Lagos. Having obtained the approval of the statutory authorities, the distribution of the Scheme of Merger document to shareholders will commence immediately. The essential proposal before our shareholders is to combine the operations of Nigerian Breweries Plc and Consolidated Breweries Plc into one legal entity effected through a Scheme of Merger with Nigerian Breweries being the surviving entity.”

For the proposed merger to be approved, 75% of the shareholders present and voting at the meeting will need to vote in favour. Heineken N.V, the majority shareholder in Nigerian Breweries, has informed the Board of Nigerian Breweries that it will not vote at the Court Ordered Meeting. Heineken’s decision will give the minority shareholders of the company the sole discretion to decide on whether or not to approve the merger of the two companies.

The Scheme document provide details of the consideration and other terms of the merger. Under the terms of the Scheme of Merger, it is proposed that each Consolidated Breweries shareholder will receive four (4) Nigerian Breweries shares for every five (5) shares held in Consolidated Breweries or elect for a cash alternative.

The proposed merger is expected to deliver increased value to its shareholders, employees, customers, distributors, suppliers of the combined businesses, and the Nigerian economy as a whole.

Both companies will continue to operate independently as usual until all statutory processes are completed.

October 31st, 2014
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