BY PETER EGWUATU
Following the Securities and Exchange Commission, SEC approval of the scheme of merger and subsequent approval of the Federal High Court, Nigerian Breweries, NB Plc and Consolidated Breweries Plc have commenced move for their separate Court Ordered Meetings (COM) to seek shareholders’ consent to the proposed merger.

Ahead of the separate court ordered meetings, Vanguard gathered that notice of the meetings, including scheme of merger documents have been dispatched to all shareholders.

It was gathered that both Court Ordered Meetings have been scheduled for Thursday, 4th of December 2014. While Court Ordered Meeting for shareholders of Consolidated Breweries Plc will hold at the Lagoon Restaurant, Victoria Island, Lagos, the Court Ordered Meeting for shareholders of Nigerian Breweries Plc will be held at Zinnia Hall, Eko Hotel, Lagos .

It was further gathered that both companies would present their proposals before the shareholders to combine the operations of Consolidated Breweries and Nigerian Breweries into a single legal entity effected through a Scheme of Merger. The surviving entity of the merger will be named “Nigerian Breweries Plc”.

On how the value of both companies could be determined for the purpose of the proposed merger, it was gathered that Nigerian Breweries Plc and Consolidated Breweries Plc have been advised by separate independent financial advisers in determining their fair values and the financial details for the expected combination of the two businesses.

Information available to Vanguard revealed that an independent fairness opinion was obtained by Consolidated Breweries Plc from Ernst & Young in deciding to proceed with the transaction

It should be noted that HEINEKEN NV is the majority shareholder in both companies and a decision to merge has been taken by the Boards of both companies, in the best interest of each business, its brands and its people. HEINEKEN is represented on both boards, but does not make these decisions on its own. Ultimately, the proposal to merge will be approved by 75 per cent of the shareholders of the two companies present and voting in separate Court Ordered Meetings. While HEINEKEN as shareholder of these two companies has the right to vote and is in favour of the merger, HEINEKEN has decided not to vote, avoiding any possible doubts on Heineken’s integrity/conflicts of interest in this deal.