Monday 3 November 2014

Merger: Nigerian Breweries fixes date for Court Ordered Meeting

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 per cent 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.

Merger: Nigerian Breweries fixes date for Court Ordered Meeting

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