Following a court order mandating the Board of Directors of Consolidated Breweries Plc, to convene a strategic meeting with shareholders to discuss among other issues the proposed merger with Nigerian Breweries Plc, the board has confirmed that it will hold the mandated meeting on December 4, 2014, where shareholders of the company will review, and if deemed fit, approve resolutions for its proposed merger with Nigerian Breweries Plc.
 
The Board of Directors in a press release signed by its Managing Director, Mr. Boudewijn Haarsma, and made available to our reporters, stated that the Court Ordered Meeting will be held at the Lagoon Restaurant, Victoria Island, Lagos from 11.00am. 
 
This decision according to the statement follows the recent approval of the Scheme Document by the Securities and Exchange Commission (SEC) and the receipt of an order from the Federal High Court to convene a Court Ordered Meeting. 
 
The company also confirmed that it has “concluded plans to commence the dispatch to all its Shareholders, of the Scheme of Merger document, which contains amongst other things, the Notice of Meeting, the consideration and other terms of the proposed merger.” 
 
The MD further explained that the proposed merger, which was announced on 9 May, 2014, is premised on a compelling strategic rationale as the proposed merger will enable the combined businesses to capitalise on the future growth potential of the Nigerian beer and malt market. The proposed merger is also expected to be beneficial to employees, customers, distributors and suppliers as well as the Nigerian economy as a whole. 
 
Speaking on the proposed meeting, the Chairman of the Board of Directors of Consolidated Breweries, Prof (Mrs) Oyin Odutola- Olurin, also stated that “It is expected that the Proposed Merger will create significant value for shareholders as the broader product offerings, and the robust operating and marketing capabilities of the enlarged entity will create operational efficiencies and boost revenue and profitability.” 
 
Going further on the terms of the merger, the statement states that “Under the terms of the Scheme of Merger, each Consolidated Breweries shareholder will receive shares in Nigerian Breweries in exchange of shares held in Consolidated Breweries or, alternatively, can elect for a cash alternative. For the proposed merger to be approved, 75% of the shareholders present and voting at the meeting will need to vote in favour of the resolutions”. 
 
“Although entitled to vote at the Court Ordered Meeting under the existing laws and regulations of Nigeria, Heineken NV (“HEINEKEN”), the majority shareholder in Consolidated Breweries Plc, has informed the company that it will not vote at the Court Ordered Meeting, giving the minority shareholders of the company the sole discretion to decide on the merger”. 
 
“HEINEKEN has further informed the company that it is convinced that the economic and strategic rationale for the proposed merger is compelling for all shareholders and strongly recommends that the minority shareholders approve the proposed merger”. 
 
In conclusion, the Board of Directors revealed that until all statutory processes are completed, Consolidated Breweries will continue to operate independently as usual.