Three indirect Nigerian subsidiaries of Anheuser-Busch InBev-International Breweries Plc, Intafact Beverages Limited and Pabod Breweries Limited were merged through a scheme of merger with International Breweries subsisting as the post-merger company.
A total of 5.302 billion ordinary shares were listed yesterday in the name of International Breweries. The additional shares arose from the scheme of merger involving International Breweries, Intafact Beverages Limited and Pabod Breweries Limited.
With the supplementary listing of 5.302 billion ordinary shares, the total issued and fully paid up shares of International Breweries increased from 3.294 billion to 8.596 billion ordinary shares.
Under the arrangements for the business combination, International Breweries issued 5.302 billion ordinary shares of 50 kobo each to shareholders of Intafact and Pabod. Intafact had total issued shares of 1,400 ordinary shares of N100,000 each while Pabod had 4.0 billion ordinary shares of N1 each.
The share exchange ratio indicated that 29.09 million ordinary shares of International Breweries were exchanged for 10 ordinary shares of Intafact while 3,071 ordinary shares of International Breweries were exchanged for 10,000 ordinary shares of Pabod.
With the business combination, Anheuser-Busch InBev’s majority equity stake in International Breweries Plc, has increased to 75.1 per cent. The merger was seen as a major strategic move by Anheuser-Busch InBev to upend competition and consolidate its Nigerian base for further expansion into the Sub-Saharan Africa (SSA).
Under the arrangement, all assets, liabilities and undertakings of Intafact and Pabod including employees, real property and intellectual property rights were transferred to International Breweries upon the completion of the proposed merger.
Prior to the merger, Anheuser-Busch InBev held 72.17 per cent majority equity stake in International Breweries through its subsidiary-Brauhaase International Management GMBH. After the business combination, Anheuser-Busch InBev’s majority equity stake increased to 75.1 per cent.
SABMiller Nigeria Holdings BV-a subsidiary of Anheuser-Busch InBev had held 75 per cent and 82.81 per cent majority equity stake in Intafact and Pabod respectively. Ministry of Finance of Anambra State held 10 per cent equity stake in Intafact while Ministry of Finance Incorporated of Rivers State held 14.52 per cent equity stake in Pabod.
After the merger of the three companies-SABMiller Nigeria Holdings BV and Brauhaase International Management GMBH-two subsidiaries of Anheuser-Busch InBev, now hold 47.4 per cent and 27.7 per cent equity stake respectively in International Breweries, giving the foreign majority core investor controlling equity stake of 75.1 per cent. Ministry of Finance of Anambra State now hold 4.7 per cent equity stake while other minority shareholders now hold the remaining 20.2 per cent equity stake.
The merger is believed to be a major competitive move by Anheuser-Busch InBev to give its operations a major nationwide push to increase its market share. International Breweries is located in Ilesa, Osun State in the South West region. Intafact Beverages’ brewery is ssituated in Onitsha, Anambra State in the South-East region while Pabod Breweries is located in Oginigba, Port Harcourt, Rivers Sate in the South-South region.