After concluding a proposed merger of it businesses in Nigeria, Anheuser-Busch InBev will increase its majority equity stake in the newly merged International Breweries Plc, to 75.1 per cent.
Anheuser-Busch InBev has already received the regulatory approvals from the Securities and Exchange Commission (SEC) and Nigerian Stock Exchange (NSE) to merge its businesses in the country in a strategic move to upend competition and consolidate its base for further expansion into sub-Saharan Africa.
Under the arrangement, three indirect Nigerian subsidiaries of Anheuser-Busch InBev-International Breweries Plc, Intafact Beverages Limited and Pabod Breweries Limited, will be merged.
All assets, liabilities and undertakings of Intafact and Pabod including employees, real property and intellectual property rights will be transferred to International Breweries upon the completion of the proposed merger. Shareholders of the two other companies-Intafact and Pabod, will be issued ordinary shares of International Breweries in exchange for their shareholdings in the merged companies.
The three companies will each hold court-ordered meeting next month during which shareholders are expected to approve the business combination.
Under the laws and rules on merger and acquisition, voting at the court-ordered meeting, being held at the instance and approval of the Federal High Court, will be by poll with each share representing a vote. The majority for business combination and other material changes in shareholding and operating structures is at least 75 per cent of the value of shares of members present and voting either in person or by proxy.
Anheuser-Busch InBev holds 72.17 per cent majority equity stake in International Breweries Plc through its subsidiary-Brauhaase International Management GMBH. After the business combination, Anheuser-Busch InBev’s majority equity stake will increase to 75.1 per cent.
Under the arrangements for the business combination, International Breweries will issue 5.302 billion ordinary shares of 50 kobo each to shareholders of Intafact and Pabod. Intafact has total issued shares of 1,400 ordinary shares of N100,000 each while Pabod has 4.0 billion ordinary shares of N1 each.
The share exchange ratio indicates that 29.09 million ordinary shares of International Breweries will be exchanged for 10 ordinary shares of Intafact while 3,071 ordinary shares of International Breweries will be exchanged for 10,000 ordinary shares of Pabod.
SABMiller Nigeria Holdings BV-a subsidiary of Anheuser-Busch InBev holds 75 per cent and 82.81 per cent majority equity stake in Intafact and Pabod respectively. Ministry of Finance of Anambra State holds 10 per cent equity stake in Intafact while Ministry of Finance Incorporated of Rivers State holds 14.52 per cent equity stake in Pabod.
After the merger of the three companies-SABMiller Nigeria Holdings BV and Brauhaase International Management GMBH-two subsidiaries of Anheuser-Busch InBev, will hold 47.4 per cent and 27.7 per cent equity stake respectively in International Breweries, giving the foreign majority core investor controlling equity stake of 75.1 per cent. Ministry of Finance of Anambra State will hold 4.7 per cent equity stake while other minority shareholders will hold the remaining 20.2 per cent equity stake.
The boards of directors and management of the three companies said the business combination will provide strategic opportunities and benefits to shareholders, employees and customers. The merger is also expected to impact positively on the brewing industry and the entire economy.
According to the proponents of the merger, the business combination will create economies of scale as the proposed merger is expected to generate both revenue and cost synergies, enhanced operational efficiencies, better resource management and more streamlined operations.
The business combination will also encourage further investments that will impact positively on the immediate operating environment and the Nigerian economy generally. With the listing of the scheme shares, shareholders of Intafact and Pabod will be able to trade their shares on the Nigerian Stock Exchange (NSE).
The merger is believed to be a major competitive move by Anheuser-Busch InBev to give its operations a major nationwide push to increase its market share. International Breweries is located in Ilesa, Osun State in the South West region. Intafact Beverages’ brewery is ssituated in Onitsha, Anambra State in the South-East region while Pabod Breweries is located in Oginigba, Port Harcourt, Rivers Sate in the South-South region.