Thursday, March 26, 2015 4.13PM/NSE
Unilever Nigeria PLC ("Unilever Nigeria" or the "Company") has notified The Nigerian Stock Exchange that Unilever Overseas Holdings B.V. ("Unilever") has approached the Board of Directors of the Company with an intention to make an offer to increase its equity stake in 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.
Under the terms of the Proposal, Unilever proposes to acquire up to 944,465,532 shares in the Company at an intended offer price of N45.50 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 N42.973 billion (£144.5 million).
The Proposal will be subject to the prior approval of The Nigerian Stock Exchange and the 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.
Unilever cautions that 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.
The Company states that 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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