Unilever Overseas Holdings B.V. intention to make an offer to increase its equity stake in Unilever Nigeria PLC
Unilever Overseas Holdings B.V. ("Unilever") would like to announce its intention to make an offer to increase its equity stake in Unilever Nigeria PLC ("Unilever Nigeria" or the "Company") from 50.04% up to a maximum of 75% (the "Proposal") and to maintain the Company's listing on the Nigerian Stock Exchange. Unilever Nigeria is present in the Nigerian market in foods, refreshment, household and personal care products.
Under the terms of the Proposal, Unilever would acquire up to 944,465,532 shares in the Company at an intended offer price of NGN 45.50 per share in cash (the “Offer Price”). It is intended that the Proposal would be effected by way of a Tender Offer, by giving any shareholder who elects to sell some or all of their shares in Unilever Nigeria the opportunity to do so.
The Proposal represents a premium of 33.8% to the Company's closing share price on 23 March 2015 and a premium of 33.2% to the 3 month Volume Weighted Average share price. The total value of the transaction at the intended Offer Price and maximum acceptance is approximately NGN 42.973 billion or €200 million (based on prevailing foreign exchange rates).
Bruno Witvoet, Executive Vice President of Unilever Africa: "This Proposal demonstrates our commitment to the Unilever Nigeria business and confidence in the long-term growth prospects of the company and consumer goods sector in Nigeria."
The Proposal will be subject to the prior approval of The Nigerian Stock Exchange and the Nigerian Securities and Exchange Commission. The formal offer documentation will be posted to shareholders as soon as these approvals are obtained. Citigroup Global Markets Limited and Chapel Hill Advisory Partners Limited are acting as financial advisers to Unilever Overseas Holdings B.V..
This announcement does not represent the announcement of a definitive agreement to proceed with the Proposal and accordingly, there can be no certainty that the Proposal will proceed. Unilever reserves the right not to proceed with the Proposal or to vary the terms of the Proposal in any way.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. No binding offer will be made in respect of any securities until Unilever Nigeria has announced its final results for 2014 to the general public. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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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 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks', 'believes', 'vision', 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 Unilever group (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. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever's global brands not meeting consumer preferences; Unilever's ability to innovate and remain competitive; Unilever's investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Group's filings with the London Stock Exchange, NYSE Euronext in Amsterdam and the US Securities and Exchange Commission, including the Group's Annual Report on Form 20-F for the year ended 31 December 2013 and Annual Report and Accounts 2013. These forward-looking statements speak only as of the date of this announcement. 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.