Heineken International B.V. entered into an implementation agreement to acquire an unknown majority stake in Distell Group Holdings Limited (JSE:DGH) on November 14, 2021. In related transactions, Heineken N.V. (ENXTAM:HEIA) agreed to acquire the remaining 50.01% stake in NBL Investment Holdings Ltd. from Ohlthaver and List Group of Companies and agreed to acquire the remaining 25% stake in Heineken South Africa (Pty) Limited from Namibia Breweries Limited (NMSE:NBS). Transaction will be funded from bonds, existing cash resources and committed credit facilities. The transaction is to be implemented by way of a scheme of arrangement. Pursuant to the implementation of the transaction all Distell ordinary shares will be delisted from the Main Board of the JSE following implementation of the scheme. Shareholders will be required to make an election to accept either cash, reinvestment in shares or a combination of cash and shares in a fixed ratio.

The transaction is subject to customary and applicable (including regulatory, court and shareholder) approvals. The Distell Independent Board is unanimously of the opinion that the terms of the Scheme and the consideration payable in terms thereof are fair and reasonable to Distell Shareholders. Accordingly, the Distell Independent Board unanimously recommends that Distell Shareholders vote in favour of the Scheme. Distell shareholders approved the scheme at the scheme meeting held on February 15, 2022. The transaction got South Africa's Competition Commission's clearance in September, 2022.

The Scheme Meeting will be held on 15, 2022. Termination of the listing of Distell Ordinary shares is expected on September 6, 2022. The transaction is expected to complete in the year 2022. Scheme will implement on September 5, 2022. On January 2023, Distell is pleased to advise Distell Shareholders that the Competition Tribunal of South Africa (“Competition Tribunal”) has approved the Transaction The decision marks the final regulatory approval, following those received from the Namibia Competition Commission, the Common Market of Eastern & Southern Africa and all other relevant jurisdictions. It paves the way for the creation of a regional African beverage champion. The Transaction is expected to be implemented on April 26, 2023.

The Transaction is expected to be EPS (beia) accretive within the first-year post completion. Upon completion HEINEKEN's pro-forma net debt to EBITDA (beia) ratio is expected to increase marginally. Edward Nathan Sonnenbergs Inc. and Rand Merchant Bank acted as legal and financial advisor to Distell. Webber Wentzel and Nomura International plc acted as legal and financial advisor to Heineken. Nick Lazanakis of BDO Corporate Finance Proprietary Limited is acting as fairness opinion provider with respect to the transaction. De Brauw advised Heineken on EU aspects of transactions to acquire control of Distell and Namibia Breweries.

Heineken International B.V. completed the acquisition of an unknown majority stake in Distell Group Holdings Limited (JSE:DGH) on April 26, 2023.