HEINEKEN, Distell Group and Namibia Breweries agree to merge

HEINEKEN, Distell Group and Namibia Breweries agree to merge

AMSTERDAM: HEINEKEN N.V. intends to acquire control of Distell and NBL, which will be combined with HEINEKEN South Africa into a new HEINEKEN majority owned business with a total valuation of approximately €4 billion.

HEINEKEN N.V. (OTCQX: HEINY) has entered into an implementation agreement with Distell Group Holdings Limited, Namibia Breweries Limited (NBL) and Ohlthaver & List Group of Companies (O&L) to integrate their respective and relevant businesses in Southern Africa into one enlarged company.

The Transaction will be implemented through a number of simultaneous and inter-conditional steps, and will involve:

  • A recommended offer by HEINEKEN for Distell, which values the businesses to be acquired at approximately €2.2 billion and is subject to, inter alia, Distell shareholder approval;
  • The proposed acquisition from NBL of its 25% shareholding in HEINEKEN South Africa (HSA), which values the whole of HSA at approximately €1.5 billion, and is subject to, inter alia, NBL shareholder approval; and
  • The acquisition of O&L’s 50.01% interest in NBL Investment Holdings (Proprietary) Limited (NBLIH), the controlling shareholder with a 59.4% shareholding in NBL.
  • HEINEKEN already owns a 49.99% interest in NBLIH. NBL’s current market valuation is approximately €400 million.

At completion, HEINEKEN will contribute these acquired assets plus its 75% directly owned shareholding in HSA and certain other fully owned export operations in Africa, into an unlisted public holding company (referred to as Newco).

HEINEKEN will own a minimum of 65% of Newco, with the remainder held by Distell shareholders who elect to reinvest. HEINEKEN’s total investment in Newco will be approximately €2.5 billion, in return for a 65% shareholding.

HEINEKEN’s CEO and Chairman of the Executive Board Dolf van den Brink said: “We are very excited to bring together three strong businesses to create a regional beverage champion, perfectly positioned to capture significant growth opportunities in Southern Africa.

Distell is a highly regarded, resilient business with leading brands, a talented workforce and a strong track record of innovation and growth in Africa. With NBL, there are exciting opportunities to expand premium beer and cider in Namibia and grow the iconic Windhoek brand beyond its home market.

Together we will be able to better serve our consumers and customers through a unique combination of multi-category leading brands and a strengthened route-to-market. The businesses share common values derived from their family heritage, long-term perspectives, entrepreneurial spirit, and care for people and planet.

We have successfully built our business in Africa over 100 years. Today’s announcement is a vote of confidence in the long-term prospects of South Africa and Namibia and we commit to being a strong partner for growth and to make a positive impact in the communities in which we operate.”

Distell CEO Richard Rushton said: “Together, this partnership has the potential to leverage the strength of HEINEKEN’s global footprint with our leading brands to create a formidable, diverse beverage company for Africa.

I am excited for what lies ahead as we look to combine our strong and popular brands and highly complementary geographical footprints to create a world class African company in the alcohol beverage sector. Our combined entity will grow our local expertise and insights to better serve consumers across the region.”

NBL Chairman Sven Thieme said: “What we have achieved with NBL is truly amazing, but the time has come to unleash its full potential, by giving NBL access to the world. Having worked with HEINEKEN for many years and knowing that they too are passionate about beer and share similar family values and culture to that of O&L, we are confident that HEINEKEN is best placed to do just that.”

Distell is Africa’s leading producer of spirits, wines, ciders and ready-to-drinks (RTDs) as well as the world’s second-biggest producer of ciders.

Established on 29 October 1920, NBL is one of the leading beverage manufacturing companies in Namibia and indeed in Southern Africa.

www.theHEINEKENcompany.com

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