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Unilever details plan to unify share structures in December

Unilever Group on Sept. 11 published prospectuses for the merger of its two listed entities, Unilever NV and Unilever PLC, as the consumer goods giant seeks to execute plans to simplify its corporate structure and consolidate its headquarters in the Netherlands.

According to the documents, the shares of the Amsterdam- and London-listed businesses will cease trading on Friday, Dec. 21, while dealings in shares of the combined company, to be known as Unilever NV, will commence on Monday, Dec. 24.

The merger is subject to conditions, including the approval of shareholders in the current listed entities and applicable regulatory consents. Unilever added that the U.K. Takeover Panel had confirmed that the U.K. Takeover Code will not apply to the transaction.

Its pursuit of change followed a yearlong review sparked by an unsolicited $143 billion takeover attempt by The Kraft Heinz Co. in January 2017. The approach was thwarted but highlighted the constraints of Unilever's structure, including its ability to make changes to its portfolio through sales and acquisitions.

Unilever said March 15 that it was ending its Anglo-Dutch status by unifying its corporate headquarters in Rotterdam, the Netherlands. It said it would introduce a single holding company that would be incorporated and tax-resident in the Netherlands with one class of shares that it intended to be listed in London, Amsterdam and New York.

Under the terms of the merger, one ordinary share in the capital of Unilever NV will be issued for each ordinary share in the existing listed companies, resulting in shareholders receiving shares in the capital of Unilever NV that represent an equivalent economic interest, the company said.

Unilever was formed in 1930 from the combination of the Netherlands' Margarine Unie and the U.K.'s Lever Brothers. Since then, the two companies have been governed by complex agreements to maintain parity between economic rights of the respective shareholders. Shares of the Dutch-listed entity represent 55% of the ordinary share capital of the group while the U.K. entity represents the remaining 45%.

Unilever, the maker of Dove soaps, Magnum ice creams and Surf laundry detergents, said the proposed simplification will provide greater flexibility for strategic portfolio change and help drive long-term performance.