Ohlthaver & List (O&L) Group yesterday sent shock waves through the business community when it announced a conditional agreement that will see the world’s second largest brewer, Heineken International, acquire control of O&L’s flagship businesses, Namibia Breweries Limited (NBL). The deal, estimated at around N$6.56 billion, will see a newly incorporated unlisted subsidiary of Heineken International in South Africa acquire O&L’s 50.01% share in NBL Investment Holdings Limited (NBLIH), which is an investment company with a controlling share in NBL. Heineken’s subsidiary is Sunside Acquisitions Proprietary Limited (Newco).
O&L Executive Chairman and chairperson of the NBL Board of Directors, Sven Thieme explained: “We are at a critical juncture in the history of the O&L Group. A turning point. It is an opportunity to write the next chapter and accelerate creating the future we desire for all Namibians. Following a series of meetings and consultations with the relevant parties, as well as in-depth thinking over a long period of time, the O&L Group - with its majority shareholding in NBL - has reached consensus to unleash the unlimited potential of our flagship business, by letting NBL out of its nest to spread its wings and rightfully earn its deserved space in the global arena.”
Thieme noted that NBL’s Board of Directors entered into a conditional Implementation Agreement with Heineken International, Newco, Distell Group Holdings Limited, NBLIH and O&L, which involves a series of integrated transactions amongst the parties, including the proposed disposal of NBL’s 25% shareholding in Heineken South Africa to Newco.
As part of the series of transactions, Newco will acquire, subject to the fulfilment of various conditions, the entire share capital in NBLIH from O&L and Heineken International.
“Should all the conditions be fulfilled, and the transaction be concluded, Newco would become the sole shareholder in NBLIH and accordingly, the controlling shareholder of NBL,” Thieme stated.
Newco will be controlled by Heineken International and Thieme advised the transaction would take some time to complete, as various regulatory approvals, as well as contractual conditions pertaining to the proposed transaction, will need to be fulfilled.
“We appreciate the immense pride and love that Namibians and all of us share for our iconic brands that have become synonymous with Namibian pride. This was not an easy decision; however, we are confident that this transaction will unlock unprecedented opportunity, synergy and scale to the business, its people and brands, our country and the region as a whole. NBL is not leaving Namibia; in fact, it will remain a Namibian company listed on the NSX. NBL shareholders and stakeholders will enjoy all the benefits of being part of a global beer business with excellent systems, synergies and route to market. The opportunities for brands born and bred in Namibia will include having access to global platforms that come with being part of a trusted international company like Heineken,” said Thieme.
He continued that “the time is now and is perfect for us to tune into our own courage, be brave and take a bold step in setting up O&L and the country for the next 100 years, stronger and more resilient than ever before, creating the purposeful, passion-filled and prosperous future we all desire. We remain committed to our country and look forward to embrace and write this next chapter together.”
Meanwhile, NBL also received an offer from Heineken, subject to the successful completion of certain conditions, to acquire Distell Namibia. According to a statement, the NBL board of directors is considering the merits of this offer and has not yet made a determination whether or not to accept it.
NBL Managing Director Marco Wenk said these developments are testimony to the trust that NBL has established, the equity of its brands, and the confidence in NBL and its future as a global beer business. Wenk added that should Heineken International become the controlling shareholder of NBL, this would result in a new phase of growth for NBL’s brands, supported by a significantly enhanced platform in South Africa and a stronger capability in Africa. Furthermore, should the Distell Namibia acquisition proceed, NBL will be the exclusive partner of Newco in Namibia across all alcoholic beverage products.
Also commenting on the deal, Heineken’s president, Africa, Middle East and Eastern Europe Roland Pirmez said: “With NBL we see exciting opportunities to expand premium beer and cider in Namibia and grow the iconic Windhoek brand beyond its home market. The businesses share common values derived from their family heritage, long-term perspectives, entrepreneurial spirit, and respect for people and the planet. Together we commit to being a strong partner for growth in Africa and to make a positive impact in the communities in which we operate.”
It has been reported that months after first announcing its interest in a takeover of Distell, Heineken finally made N$38.5 billion offer for the group, which owns brands like Nederburg, JC le Roux, Klipdrift, Amarula, Savanna and Hunters Dry.