- HEINEKEN intends to acquire control of Distell and NBL, which will be combined with HEINEKEN South Africa into a new HEINEKEN majority owned business with a total valuation of approximately €4 billion
- Distell is
Africa's leading producer and marketer of ciders, flavoured alcoholic beverages, wines and spirits, and NBL is the beer market leader inNamibia - Better able to serve consumers and customers with a unique multi-category portfolio, led by iconic brands Heineken®, Savanna,
Windhoek ,4th Street wine and Amarula - Combination will have a significantly strengthened and complementary route to market in South
Africa andNamibia with further growth opportunities acrossSouthern Africa - EPS accretion expected within one year and operating profit margin accretion over the medium term on realisation of significant synergies
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 businesses1 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 O&L’s 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 contribute these acquired assets plus its 75% directly owned shareholding in HSA and certain other fully owned export operations in
HEINEKEN’s CEO and Chairman of the Executive Board
“We are very excited to bring together three strong businesses to create a regional beverage champion, perfectly positioned to capture significant growth opportunities in
Distell is a highly regarded, resilient business with leading brands, a talented workforce and a strong track record of innovation and growth in
We have successfully built our business in
Distell CEO
“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
NBL Chairman Sven Thieme 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.”
Strategic rationale
HEINEKEN’s global EverGreen strategy places consumers and customers at its core whilst continually enhancing and expanding its portfolio and footprint. The Transaction will create a
- Strengthen its #2 position in
South Africa , the largest market inAfrica , with a unique multi-category portfolio- Bring together the leading portfolios in premium beer, cider, flavoured alcoholic beverages (FABs), wine, and #2 in spirits, with iconic brands such as Heineken®, Savanna, Hunters, 4th Street wine, and Amarula
- Beer to benefit from increased scale and continued premiumisation
- Acquire the leading Cider & FAB portfolio
- Wine and spirits offering complementarity and optionality
- Combine two highly complementary route-to-markets, reaching more consumers and customers, more often.
- Acquire control of the beer market leader in
Namibia , providing premiumisation and other growth opportunities whilst benefitting from cost efficiencies when becoming part of the HEINEKEN group.- Strengthen and optimise its footprint across
Southern Africa to accelerate growth:- Combine route-to-markets and portfolios in export countries, to increase efficiency and capture additional growth, especially in attractive markets like
Kenya andTanzania ; - Explore wider opportunities to grow the acquired cider and beer brands, such as Savanna and
Windhoek , outside their home markets.
- Combine route-to-markets and portfolios in export countries, to increase efficiency and capture additional growth, especially in attractive markets like
- Strengthen and optimise its footprint across
HEINEKEN anticipates that the Transaction will generate significant synergies, in line with comparable in-market transactions.
Financial impact for HEINEKEN
- HEINEKEN’s total investment in Newco will be approximately €2.5 billion, in return for a 65% shareholding. The total investment comprises:
- A cash pay-out of approximately €1.3 billion for the transactions involving Distell and NBL above; and
- The contribution of its currently owned assets, including 75% of HSA, 100% of its export businesses in certain other African markets, and its minority interest in NBL.
- On realisation of significant revenue and cost synergies, the Transaction is expected to be margin accretive over the medium term.
- The Transaction is expected to be EPS (beia) accretive within the first year post completion.
- Upon completion HEINEKEN's pro-forma net debt/EBITDA (beia) ratio is expected to increase marginally. HEINEKEN remains committed to return to the long-term target of below 2.5x.
Brew a Better World
HEINEKEN is committed to be a partner for growth in
HEINEKEN is keenly aware of the importance of economic transformation in
Newco will implement HEINEKEN’s Brew a Better World 2030 commitments, which include an ambitious agenda aligned to the UN Sustainable Development Goals to achieve carbon neutrality, waste reduction, water efficiency and address harmful use of alcohol. This will include projects and partnerships with proven impact on behavioural change and reducing alcohol related harm, alongside investment in responsible consumption campaigns and ensuring that consumers always have a choice through broadening the availability of zero alcohol beverages.
Next steps
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.
1 Representing the In-Scope Assets only as outlined in the Distell Firm Intention Announcement
-ENDS-
Press enquiries
E-mail: pressoffice@heineken.com
Tel: +31-20-5239-355
Investor and analyst enquiries
E-mail: investors@heineken.com
Tel: +31-20-5239-590
CONFERENCE CALL DETAILS
HEINEKEN will host an analyst and investor conference call in relation to its Southern African Transaction today at
Analysts and investors can dial-in using the following telephone numbers:
All other locations: +44 203 936 2999
Participation password for all countries: 894933
About HEINEKEN
HEINEKEN is the world's most international brewer. It is the leading developer and marketer of premium beer and cider brands. Led by the Heineken® brand, the Group has a portfolio of more than 300 international, regional, local and specialty beers and ciders. We are committed to innovation, long-term brand investment, disciplined sales execution and focused cost management. Through "Brewing a Better World", sustainability is embedded in the business. HEINEKEN has a well-balanced geographic footprint with leadership positions in both developed and developing markets. We employ over 80,000 employees and operate breweries, malteries, cider plants and other production facilities in more than 70 countries.
About Distell
Distell is Africa’s leading producer of spirits, wines, ciders and ready-to-drinks (RTDs) as well as the world's second-biggest producer of ciders. Some of the company’s top brands include Amarula, Hunter’s, Savanna,
About Namibia Breweries Limited
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Attachment
- Click on PDF for full press release: HEINEKEN intends to acquire control of Distell and Namibia Breweries (15_11_2021)
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