Heineken is planning to acquire control of Distell and Namibia Breweries (NBL) 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 Ohlthaver & List Group of Companies’ 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 combine 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.
Dolf Van Den Brink, chairman of the executive board/CEO, 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.”
Completion of the transaction between Heineken, Distell and NBL is subject to customary and applicable (including regulatory and shareholder) approvals. If regulatory and shareholder approvals are successfully obtained, the transaction is expected to complete in the course of 2022.