Unilever completes acquisition of 82% of Concern Kalina
London / Rotterdam – Unilever announced today that, further to the announcement made on October 14th, it has obtained the necessary regulatory clearances in Russia and Ukraine, and completed the acquisition of 82% of the outstanding shares of Concern Kalina, Russia’s leading Beauty Company. The transaction will transform Unilever’s beauty & personal care business in Russia, giving it leading positions in skin care and hair care, as well as establishing a presence in oral care. It will also strengthen and rebalance Unilever’s portfolio and competitiveness in Russia, an emerging market with considerable potential and one of Unilever’s priority countries.
Important Additional Information – Next Steps
The amount paid to acquire the 82% stake is approximately RUB 17.4 billion. This is about RUB 0.7 billion higher than the amount previously announced, reflecting a number of adjustments in respect of cash equivalent items. The enterprise value for 100% of Concern Kalina is unaffected and remains approximately RUB 25.9 billion.
Unilever plans to cause Concern Kalina to delist the shares from the Russian Trading System (RTS) and MICEX stock exchanges in December 2011.
On or about January 10th, 2012 Unilever will offer to acquire all of the remaining Concern Kalina shares in Russia.
The price per share is expected to be RUB 4,267.92, as the highest price Unilever paid to the selling shareholders – but will be determined by Russian law.
Concurrently, Unilever will offer to all holders of Concern Kalina’s American Depositary Shares (ADSs) and Global Depositary Shares (GDSs) a price per ADS/GDS equal to RUB 4,267.92, without interest and less any fees, currency conversion expenses, applicable taxes and government charges. This amount will be converted to U.S. dollars on or about the date that Unilever pays for the Concern Kalina shares tendered in the Russian offer.
On or about January 25th, 2012, information concerning the offer for ADSs/GDSs will be sent to ADSs/GDSs holders.
Concurrently, the Russian offer materials will be sent to the remaining Concern Kalina shareholders. Unilever expects that the offers will remain open for approximately 80 calendar days, although the offer for ADSs/GDSs is expected to expire several business days before the expiration of the Russian offer.
In addition, if after consummation of the offer, Unilever and its affiliates own shares representing more than 95% of the outstanding shares of Concern Kalina, Unilever intends to purchase any Concern Kalina shares (including those represented by ADSs/GDSs) not owned by Unilever and its affiliates at a price determined by Russian law.
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The offer to holders of ADSs and GDSs (the "Offer") will be made for the securities of Concern Ka-lina, a company incorporated under the laws of Russia and will be made in the United States in compliance with Section 14(e) of the Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Offer will be made in the United States by Unilever and no one else. The Offer will be subject to disclosure and procedure requirements of Russia which are different from those of the United States.
Unilever, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Concern Kalina outside the Offer during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.
The final terms of the Offer will be contained in the offer document delivered to Concern Kalina.
Investors and shareholders of Concern Kalina are strongly advised to read the offer document and related materials as soon as they have been published, as these will contain important information.
About Concern Kalina
Today, Concern Kalina is one of the leading Russian beauty & personal care manufacturers offering a wide spread of products to its consumers in Russia and the CIS.
Concern Kalina works to build the leading brands in Beauty sectors of the market. Key pillars to success of the corporate strategy have been consumer-centric marketing; focus on fastest-growing products and growth across key divisions and geographies.
Concern Kalina develops strong brands in the key segments of Russian beauty & personal care market. The leading brands of the company are Black Pearl, Clean Line, 100 Recipes of Beauty and Silky Hands in skin care, and 32 and Forest Balsam in oral care.
Concern Kalina is a public company and follows advanced international standards of corporate governance. The Company’s shares are listed on the RTS and MICEX stock exchanges, as well as on the foreign over-the-counter market in the form of ADR/GDR.
Statements in this release that are "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, but are not limited to:
Unilever’s ability to consummate the purchase of additional Concern Kalina shares, to achieve the synergies and value creation contemplated by the transaction and to promptly and effectively integrate the businesses of Concern Kalina and Unilever.
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This announcement may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘expects’, ‘anticipates’, ‘intends’, ‘believes’ or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2010. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.