TIDMULVR TIDMTTM
RNS Number : 2133X
Unilever PLC
17 February 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") and there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be
made.
This is a public announcement by Unilever N.V. pursuant to
section 17 paragraph 1 of the European Market Abuse Regulation
(596/2014). This public announcement does not constitute an offer,
or any solicitation of any offer, to buy or subscribe for any
securities in Unilever N.V.
For immediate release 17 February 2017
Unilever PLC and Unilever N.V. ("Unilever")
Statement regarding announcement by The Kraft
Heinz Company of a potential transaction
Unilever notes the recent announcement by The Kraft Heinz
Company ("Kraft Heinz") that it has made a potential offer for all
of the shares of Unilever PLC and Unilever N.V.
Their proposal represents a premium of 18% to Unilever's share
price as at the close of business on 16 February 2017. This
fundamentally undervalues Unilever. Unilever rejected the proposal
as it sees no merit, either financial or strategic, for Unilever's
shareholders. Unilever does not see the basis for any further
discussions.
Unilever PLC and Unilever N.V. recommend that shareholders take
no action. Further announcements will be made as appropriate.
The proposal received was that Unilever common shareholders
would receive $50.00 per share in a mix of $30.23 per share in cash
payable in U.S. dollars and 0.222 new enlarged entity shares per
existing Unilever share, which valued Unilever at a total equity
value of approximately $143 billion.
As at the close of business on 16 February 2017, a mix of $30.23
in cash payable in U.S. dollars and 0.222 Kraft Heinz shares per
existing Unilever share would value each Unilever common share at
$49.61, representing a premium of 18% to Unilever's share
price.
As stated in the recent announcement by Kraft Heinz, in
accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm
on 17 March 2017, Kraft Heinz must either announce a firm intention
to make an offer for Unilever under Rule 2.7 of the Code or
announce that it does not intend to make an offer for Unilever, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.
As required by the Code, Unilever confirms that this
announcement is not being made with the agreement of Kraft
Heinz.
There can be no certainty that any offer will be made nor as to
the terms on which any such offer might be made.
Enquiries / Advisers:
Unilever
Media
Media Relations +44 7917
Team 271 819
+44 7825
049 151
Investors
+44 207
Institutional Investor Relations 822 6830
investors: Team +44 207
Private investors: Shareholder Services 822 5500
Centerview Partners (Financial Adviser to
Unilever)
+44 20 7409
UK: Nick Reid, David Krap, James 9700
Tookman +1 212 380
US: Robert Pruzan 2650
Morgan Stanley (Financial Adviser to Unilever)
UK: Henry Stewart, Mark Rawlinson, +44 20 7425
Adrian Doyle, Anthony Zammit 8000
+1 212 761
US: Benjamin Frost 4000
UBS (Financial Adviser & Corporate
Broker to Unilever)
John Woolland, David Roberts, Alistair +44 20 7567
Smith 8000
Deutsche Bank (Financial Adviser
& Corporate Broker to Unilever)
+44 20 7545
Charles Wilkinson, Ben Lawrence 8000
Tulchan Communications (PR Adviser
to Unilever)
Andrew Grant, Jonathan Sibun, Doug +44 20 7353
Campbell 4200
Linklaters LLP are retained as legal advisers
to Unilever.
Important Notices
Centerview Partners UK LLP ("Centerview Partners") is authorised
and regulated by the Financial Conduct Authority. Centerview
Partners is acting exclusively for Unilever and no one else in
connection with the possible offer by Kraft Heinz and is not, and
will not be, responsible to anyone other than Unilever for
providing the protections afforded to clients of Centerview
Partners nor for providing advice in connection with the possible
offer for Unilever or any matter referred to herein.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser to
Unilever and no one else in connection with the potential
transaction. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the potential transaction, the contents of this
announcement or any other matter referred to herein.
UBS Limited ("UBS"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Unilever and no one else in
connection with the matters referred to in this announcement. In
connection with such matters, UBS, its affiliates, and its or their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to
herein.
Deutsche Bank AG ("Deutsche Bank") is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the United Kingdom, by the Prudential Regulation Authority. It is
subject to supervision by the European Central Bank and by BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the Prudential
Regulation Authority and Financial Conduct Authority. Neither
Deutsche Bank nor any other company in the Deutsche Bank Group will
be responsible to any persons other than Unilever for providing any
of the protections afforded to clients of Deutsche Bank nor for
providing advice in relation to any matters referred to in this
announcement. Neither Deutsche Bank nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Bank in connection with this announcement,
any statement contained herein, or otherwise. Deutsche Bank is
acting as financial adviser and corporate broker to Unilever and no
one else in connection with the contents of this announcement.
In the United States, in the event of a tender offer, Unilever
will file a Solicitation/Recommendation Statement with the US
Securities and Exchange Commission (the "SEC") on Schedule 14D-9
following commencement of a tender offer (if any) within the
meaning of Rule 14d-2 under the Securities Exchange Act of 1934 and
holders of the Unilever ordinary shares, American depositary shares
and registry shares are advised to read it when it becomes
available as it will contain important information. Following
commencement of a tender offer (if any), copies of the Schedule
14D-9 and other related documents filed by Unilever will be
available free of charge on the SEC's website at
http://www.sec.gov.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
The relevant disclosure must include details of all interests or
dealings in any class of relevant securities of the other company
which is part of its DLC structure. Therefore, if, for example, a
disclosure is being made in respect of a dealing in securities of
Unilever PLC, an accompanying disclosure must also be made of
interests or short positions held in securities of Unilever N.V.,
even if the person's interest or short position is less than 1% of
the relevant class. Therefore, each disclosure should consist of
two Rule 8.3 disclosure forms, one for the PLC arm of the DLC
structure and one for the N.V. arm of the DLC structure, released
as one announcement.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Unilever's website at www.unilever.com by no later
than 12 noon (London time) on 20 February 2017.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Code, Unilever confirms that
as at the date of this announcement, Unilever PLC has in issue
1,283,459,367 ordinary shares of 3 1/9p each (excluding ordinary
shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares of Unilever PLC
is GB00B10RZP78.
In addition, Unilever N.V. has in issue 1,714,727,700 ordinary
shares of EUR0.16 each. The International Securities Identification
Number (ISIN) of the ordinary shares of Unilever N.V. is
NL0000388619. Unilever N.V. has in issue 161,060 6 per cent.
preference shares of EUR428.57 each. The International Securities
Identification Number (ISIN) of the 6 per cent. preference shares
of Unilever N.V. is NL0000388742. Unilever N.V. has in issue 29,000
7 per cent. preference shares of EUR428.57 each. The International
Securities Identification Number (ISIN) of the 7 per cent.
preference shares of Unilever N.V. is NL0000388726. Unilever N.V.
holds 151,953,411 ordinary shares, 37,679 6 per cent. preference
shares and 7,314 7 per cent. preference shares in treasury.
Unilever PLC has an American depositary receipts ("ADR")
programme for which Deutsche Bank Trust company Americas acts as
Depositary. 1 ADR represents 1 ordinary share of Unilever PLC. The
ADRs trade on the New York Stock Exchange. The trading symbol for
these securities is UL and the ISIN is US9047677045.
Unilever N.V. has New York registry shares for which Deutsche
Bank Trust Company Americas maintain the register. 1 New York
registry share represents 1 ordinary share of Unilever N.V. and a
direct 1:1 relationship with the depositary receipts traded in
Amsterdam. The ISIN of the Ordinary depositary receipts of Unilever
N.V. is NL0000009355. The New York registry shares trade on the New
York Stock Exchange. The trading symbol for these securities is UN
and the ISIN is US9047847093.
Legal Entity Identifier ("LEI")
Unilever PLC's LEI is 549300MKFYEKVRWML317.
Bases of calculation
The proposal received was calculated as follows:
Unilever share price reflects 10-trading day Volume Weighted
Average Price (VWAP) of $40.56, based on a weighted average of (a)
PLC shares' 10-trading day VWAP of GBP32.44 converted at a spot
exchange rate of GBP/USD of 1.254; and (b) N.V. shares' 10-trading
day VWAP of EUR37.86 converted at spot exchange rate of EUR/USD
1.069. For purposes of exchange ratio calculation, Kraft Heinz
share price reflects 10-trading day VWAP of $89.04. Source:
Bloomberg and latest publicly available information, as of 8
February 2017.
The value of the mix of cash and shares and premium to
Unilever's share price as at the close of business on 16 February
2017 has been calculated by reference to:
-- the EUR / USD exchange rate of 1.067 and the GBP / USD
exchange rate of 1.249 (as derived from Bloomberg based on the
exchange rate as at 4.30 p.m. on 16 February 2017)
-- Kraft Heinz's closing share price of USD 87.28 on 16 February
2017 (source: Bloomberg)
-- Unilever's weighted average closing price as at 16 February
2017 of $42.04, calculated based on Unilever PLC's closing share
price of GBP 33.48 on 16 February 2017 (converted into USD) and
Unilever N.V.'s closing share price of EUR 39.57 on 16 February
2017 (converted into USD), weighted based on 1,283,459,367 Unilever
PLC shares as at 16 February 2017 (being 1,310,156,361 shares in
issue less 26,696,994 shares held in treasury) and 1,562,774,289
Unilever N.V. shares as at 16 February 2017 (being 1,714,727,700
shares in issue less shares 151,953,411 held in treasury).
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRTRMJTMBBBBTR
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February 17, 2017 08:30 ET (13:30 GMT)
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