Unification of Unilever's Corporate Structure – Update
London/Rotterdam, 27 October 2020
Unilever announces that, following Board meetings held earlier today, the Boards intend to proceed with their Unification proposals and to request that the UK High Court approves the Cross-Border Merger at the hearing scheduled to take place on 2 November 2020, with a view to completion of Unification on 29 November 2020.
The Boards consider that Unification is in the best interests of Unilever, its shareholders and other stakeholders taken as a whole and will bring significant benefits by:
- increasing Unilever’s strategic flexibility for portfolio evolution; and
- removing complexity and further strengthening Unilever’s corporate governance.
The Boards are of the view that unification under Unilever PLC is the best practical option to achieve these objectives and will better position Unilever for future success.
In deciding whether to proceed, the Boards have considered many factors, including the GroenLinks initiative bill, tabled on 9 October 2020, and the related legal advice. It is unclear when, or indeed if at all, the bill will be enacted, or in what form.
The Boards have received legal advice that an exit tax assessment issued to either Unilever NV or Unilever PLC based on the current bill should be annulled on the grounds that it infringes the Dutch UK Tax Treaty, other Dutch tax treaties with states in which shareholders reside, primary and secondary EU law and the First Protocol to the European Convention on Human Rights.
The Court hearing to approve the Cross-Border Merger is scheduled to take place on 2 November 2020, and the time of the hearing will be announced by the Court the business day before the hearing. The Directors intend to request the Court to order that the Cross-Border Merger becomes effective on 29 November 2020, with any such condition as the Court may permit to protect the interests of the company, its shareholders and other stakeholders as a whole prior to such date.
Shareholders of both PLC and NV have the opportunity to attend and to be heard at this hearing, which is expected to be held by electronic means. If a shareholder wishes to attend or make representations at the Court hearing they can register their interest in advance via email@example.com, and Unilever will provide further details once this information is made available by the Court. Alternatively, shareholders can contact the Court’s listing office via firstname.lastname@example.org.
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This communication contains inside information. This is a public announcement pursuant to Article 17 paragraph 1 of the European Market Abuse Regulation (596/2014).
This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933 (the "Securities Act"), or an exemption therefrom.
In connection with Unification, Unilever PLC expects to issue ordinary shares (including ordinary shares represented by American Depositary Shares) to security holders of Unilever N.V. in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Unification has not been and will not be approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of Unification. Any representation to the contrary is a criminal offence in the United States.
The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.
This communication does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is not an advertisement and not a prospectus for the purposes of Regulation (EU) No. 2017/1129, as amended. Any purchase of securities of Unilever PLC should only be made on the basis of information that is contained in the prospectus published by Unilever PLC on 10 August 2020 (the “Prospectus”). The Prospectus contains detailed information about Unilever PLC and its management, as well as financial statements and other financial data.
A copy of the Prospectus is available on the website of the Unilever Group at www.unilever.com/unification/documents. It may be unlawful to distribute these materials in certain jurisdictions. References to information and/or documents that are available on the Unilever Group’s website are included in this announcement as an aid to their location. Such information or the contents of any such documents are not incorporated by reference in, and do not form part of, this announcement.