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HEINEKEN N.V. on Monday announced that it has entered into an implementation agreement with Distell Group Holdings Limited (‘Distell’), 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”).
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 1] to be acquired at approximately €2.2 billion and is subject to, inter alia, Distell shareholder approval; The proposed acquisition from NBL of its 25percent 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 50.01percent interest in NBL Investment Holdings (Proprietary) Limited (‘NBLIH’), the controlling shareholder with a 59.4percent shareholding in NBL. HEINEKEN already owns a 49.99percent interest in NBLIH. NBL’s current market valuation is approximately €400 million.
At completion, HEINEKEN will contribute these acquired assets plus its 75percent 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 65percent of Newco, with the remainder held by Distell shareholders who elect to reinvest.
“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.
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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,” Dolf Van Den Brink Chairman Of The Executive Board/CEO 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,” Richard Rushton, Distell CEO, 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,” Sven Thieme, NBL CEO said.
Completion of the Transaction between HEINEKEN, Distell and NBL is subject to customary and applicable (including regulatory and shareholder) approvals. Expressions of support for the transaction have been received from shareholders representing c.56% of the votes of Distell and c.68% of the votes of minority shareholders of NBL. If regulatory and shareholder approvals are successfully obtained, the Transaction is expected to complete in the course of 2022. Further announcements will be made as and when appropriate.
