Unilever Overseas Holdings B.V. announces the opening of the offer in Unilever Nigeria PLC
Unilever Overseas Holdings B.V. ("Unilever") would like to announce the opening of the offer to increase its equity stake in Unilever Nigeria PLC ("Unilever Nigeria" or the "Company") from 50.10% up to a maximum of 75% (the "Offer").
Under the terms of the Offer, Unilever would acquire up to 942,215,930 shares in the Company at ₦45.50 per share in cash (the “Offer Price”). The Offer will remain open for acceptance until June 10, 2015.
The Offer Price represents a premium of 33.8% to the Company's closing share price on 23 March 2015, the day prior to Unilever announcing its intention to make the Offer, and a premium of 33.2% to the 3 month Volume Weighted Average share price as at the same date. The total value of the transaction at the intended Offer Price is approximately ₦42.871 billion (€192.6 million at prevailing exchange rates).
The Offer provides shareholders who wish to sell some or all of their shares in Unilever Nigeria the opportunity to do so. The directors of Unilever Nigeria, who have been advised by FBN Capital Limited, consider the terms of the Offer to be fair and reasonable from a financial point of view, to the other shareholders of Unilever Nigeria.
The Offer has been approved by the Securities and Exchange Commission and the Nigerian Stock Exchange has been notified of the Offer. The Offer will be subject to the conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the formal Offer Document.
Citigroup Global Markets Limited and Chapel Hill Advisory Partners Limited are acting as financial advisers to Unilever Overseas Holdings B.V.
Information about Unilever Nigeria
Unilever Nigeria is present in the Nigerian market in foods, refreshment, household and personal care products. It generated a turnover of over ₦55.8 billion in 2014.
Unilever PLC, Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
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, the Offer, or otherwise.
The Offer will be made solely pursuant to the terms of the formal Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the formal Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than the Federal Republic of Nigeria may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the Federal Republic of Nigeria should inform themselves about, and observe any applicable requirements.
This announcement has been prepared for the purpose of complying with the laws of the Federal Republic of Nigeria and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the Federal Republic of Nigeria.
Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (a “Restricted Jurisdiction”) and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
The Offer (unless otherwise permitted by applicable law and regulation) may not be made directly or indirectly, in or into, any Restricted Jurisdiction, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Cautionary Note Regarding Forward-Looking Statements
The formal Offer Document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Unilever Nigeria and certain plans and objectives of Unilever with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. These statements are based on assumptions and assessments made by Unilever Nigeria, and/or Unilever in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Unilever Nigeria nor Unilever assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
Since the public announcement on 24 March 2015 of Unilever’s intention to make the Offer, it has purchased shares in the Company outside of the Offer and, subject to Unilever’s intention not to exceed the free float requirement of the Nigerian Stock Exchange such that the Company would be required to delist, Unilever and/or its brokers (acting as agents) intend to, and will, continue to purchase or make arrangements to purchase shares in the Company during the acceptance period outside of the Offer.
All such purchases have been made, and will be made, outside the United States. Information regarding such purchases can be obtained by sending a written information request to the Securities and Exchange Commission Nigeria at SEC TOWERS, Plot 272, Samuel Adesujo Ademulegun Street, Central Business District, P.M.B. 315, Garki, Abuja, Nigeria and will be made available on the following website: http://www.unilevernigeria.com/aboutus/investorcentre/default/