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Exhibit
99 attached hereto is incorporated herein by
reference.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
‘Unilever to acquire Horlicks and other Consumer Healthcare
Nutrition Products from GSK’
Exhibit
99.2
Stock Exchange announcement dated
3 December 2018
entitled
‘Transaction in own Securities’
Exhibit 99.1:
UNILEVER TO ACQUIRE HORLICKS AND OTHER CONSUMER HEALTHCARE
NUTRITION PRODUCTS FROM GSK
London/Rotterdam - 3 December 2018 - Unilever today
announced it has signed an agreement to acquire the Health Food
Drinks portfolio (GSK HFD) of GlaxoSmithKline (GSK) in India,
Bangladesh and 20 other predominantly Asian markets.
The
transaction consists of three elements:
·
all-Equity Merger of Hindustan Unilever Ltd (HUL) with the publicly
listed GSK Consumer Healthcare India (GSK CH India),
·
acquisition of 82% stake in GSK Bangladesh Limited (GSK
Bangladesh), and
·
acquisition of certain other commercial operations and assets
outside India.
Unilever's share of the total consideration is €3.3bn
payable using a combination of cash, and shares in its listed
subsidiary in India, Hindustan Unilever Limited.
In
2018, the GSK HFD portfolio delivered total turnover of
c.€550m, primarily through the Horlicks and Boost brands.
Almost 90% of the turnover is in India.
The
transaction is aligned with Unilever's stated strategy of
increasing its presence in health-food categories and in
high-growth emerging markets.
GSK HFD
is the undisputed leader in the Health Food Drinks category in
India, with iconic brands such as Horlicks and Boost, and a product
portfolio supported by strong nutritional claims. This portfolio
has a long history in India with Horlicks having originally been
introduced in the 1930s. Horlicks products have been an everyday
staple in South Asian households across generations. Over the last
15 years, the portfolio (and category) has grown at a double-digit
rate. Despite this, the category still remains under-penetrated in
India. Unilever is well positioned to further develop the market
given the extent of its reach and capabilities.
Nitin
Paranjpe, President, Food & Refreshment, Unilever, said: "We
are delighted to be acquiring the GSK Health Food Drinks portfolio.
The iconic Horlicks brand has a deep heritage, credibility and
resonance around the world. The acquisition is transformative for
our Foods and Refreshment business allowing us to enter the Health
Foods Drinks category, further strengthening our position in health
and wellness. It is rare to be able to acquire brands with such
leading market positions and fantastic consumer equity in one of
the world's most exciting and fast-growing markets. Improving the
health and wellbeing of 1 billion people by 2020 is a key pillar in
our Unilever Sustainable Living Plan. Horlicks and Boost will add
to our stable of purpose driven brands that help consumers to get
more out of their lives."
Sanjiv
Mehta, Chairman and CEO, Hindustan Unilever said: "With this
strategic merger of Hindustan Unilever and GSK Consumer Healthcare
India Limited, we will be expanding our portfolio through great
brands into a new category catering to the nutritional needs of our
consumers. I am confident that this merger will create significant
shareholder value through both revenue and cost synergies. The
turnover of our Foods & Refreshments business will now exceed
Rs. 100bn and we will become one of the largest F&R businesses
in the country. We look forward to welcoming new brands and great
talent into the Unilever and HUL family, once the transaction is
complete."
Transaction and Financial Considerations
As
outlined above, the transaction consists of three
elements:
1. All-Equity Merger of HUL with the publicly listed
GSK CH India
The
merger of HUL with GSK CH India will be on the basis of an exchange
ratio of 4.39 HUL shares for each GSK CH India Share.
This
implies a total equity value of INR 317bn (c.€3.96bn) for
100% of GSK CH India and represents a premium of c.5%, based on the
15-day VWAP of both the respective shares ending 30th November 2018.
Following the issue of new HUL shares, Unilever's holding in HUL
will be diluted from 67.2% to 61.9%.
The merger includes the totality of operations within GSK CH India,
including a consignment selling contract to distribute GSK's
Over-the-Counter and Oral Health products in India.
2. Acquisition of 82% stake in GSK
Bangladesh
Unilever
will acquire, for cash, 82% of the shares of the publicly listed
GSK Bangladesh Limited at an equity value of BDT 16bn
(c.€169m), implying an EV/EBITDA multiple of
c.15x.
3.
Acquisition of certain other commercial operations and assets
outside India
Unilever will also acquire the commercial operations in 20 other
predominantly Asian markets and the intellectual property rights
for a total consideration of c.€470m in cash.
The total consideration for the transaction is
c.€4.6bn, of which Unilever's implied contribution through
both cash and through the issue of shares in HUL, its listed
subsidiary in India, totals c.€3.3bn.
Unilever
expects to achieve substantial synergies. Cost synergies are
expected from a combination of supply chain efficiencies and
operational improvements, go-to-market and distribution network
optimisation, the benefits of scale in a number of cost areas such
as marketing, and streamlining of overlapping infrastructure. The
revenue growth of the HFD portfolio is expected to accelerate
through leveraging Unilever's vast local distribution and selling
capabilities, particularly in India.
Post
synergies, the implied EV/EBITDA multiple for the transaction would
be below 20x.
By
utilising HUL equity to fund the Indian component of the
transaction, together with the synergies outlined above, Unilever
shareholders are expected to benefit from returns well in excess of
the cost of capital from Year 4. In addition, the Transaction will
be EPS accretive, on an underlying basis, immediately post
completion.
The
Transaction is subject to customary regulatory and shareholder
approvals, with expected completion in c.12 months.
The
agreed share exchange ratio in the merger of GSK CH India and HUL
is 4.39 HUL shares for every 1 GSK CH India
share.
The
15-day VWAP on the NSE for HUL of INR 1,717.45 and GSK CH India of
INR 7,196.71 ending 30th November
2018.
The
following exchange rates have been used in the above calculations:
€1 = INR 80.00 and €1 = BDT 97.27.
About Unilever
Unilever
is one of the world's leading suppliers of Beauty & Personal
Care, Home Care, and Foods & Refreshment products with sales in
over 190 countries and reaching 2.5 billion consumers a day. It has
161,000 employees and generated sales of €53.7 billion in
2017. Over half (57%) of the company's footprint is in developing
and emerging markets. Unilever has more than 400 brands found in
homes all over the world, including Persil, Dove, Knorr, Domestos,
Hellmann's, Lipton, Wall's, PG Tips, Ben & Jerry's, Magnum and
Lynx.
Unilever's
Sustainable Living Plan (USLP) underpins the company's strategy and
commits to:
· Helping more than a billion
people take action to improve their health and well-being by
2020.
·
Halving the environmental impact of
our products by 2030.
·
Enhancing the livelihoods of millions of people by
2020.
The
USLP creates value by driving growth and trust, eliminating costs
and reducing risks. The company's sustainable living brands are
growing 46% faster than the rest of the business and delivered 70%
of the company's growth in 2017.
Unilever
was ranked as an industry leader in the 2018 Dow Jones
Sustainability Index. In the FTSE4Good Index, it achieved the
highest environmental score of 5. It led the list of Global
Corporate Sustainability Leaders in the 2017
GlobeScan/SustainAbility annual survey for the seventh year
running, and achieved four A ratings across Climate Change, Water,
Forests and Supplier Engagement in CDP's 2018 Global Supply Chain
report. Unilever has pledged to become carbon positive in its
operations by 2030, and to ensure 100% of its plastic packaging is
fully reusable, recyclable or compostable by 2025. For more
information about Unilever and its brands, please visit
www.unilever.com.
Hindustan
Unilever Limited (HUL) is India's largest Fast-Moving Consumer
Goods Company with a heritage of over 80 years in India and touches
the lives of nine out of ten Indian households. HUL works to create
a better future every day and helps people feel good, look good and
get more out of life with brands and services that are good for
them and good for others.
HUL has
a demonstrated track record of delivering growth which is
competitive, profitable, sustainable and responsible. Business has
delivered growth of 10% CAGR in last 10 years with EBIT improvement
of 530bps.
Having
been present in India since the late 1880s, sales in India now
represent c.8% of the Unilever's total revenues. India is and will
continue to be a key geography for Unilever, enhanced by the
addition of the attractive GSK Health Food Drinks
portfolio.
About
GSK
GSK is a science-led global healthcare company with a special
purpose: to help people do more, feel better, live longer. For
further information please visit www.gsk.com.
GSK Consumer Health India is the category leader in Indian health
food drinks industry. Its flagship product Horlicks, leads the
market, while Boost is among the top three health food drink brands
that India prefers. Its manufacturing plants are located in Nabha,
Rajahmundry and Sonepat. In India it has an engaged workforce of
over around 4000 employees. Its marketing and distribution network
comprises over 800 distributors and a direct coverage of over
800,000 retail outlets.
Advisors
BofA
Merrill Lynch is serving as financial advisor to Unilever. Baker
McKenzie is serving as legal counsel to Unilever, with Cyril
Amarchand Mangaldas serving as Indian counsel.
Cautionary Statement/Safe Harbour:
This
announcement may contain forward-looking statements, including
'forward-looking statements' within the meaning of the United
States Private Securities Litigation Reform Act of 1995. Words such
as 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks',
'believes', 'vision', or the negative of these terms and other
similar expressions of future performance or results, and their
negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the 'Group'). They are
not historical facts, nor are they guarantees of future
performance.
Because
these forward-looking statements involve risks and uncertainties,
there are important factors that could cause actual results to
differ materially from those expressed or implied by these
forward-looking statements. Among other risks and uncertainties,
the material or principal factors which could cause actual results
to differ materially are: Unilever's global brands not meeting
consumer preferences; Unilever's ability to innovate and remain
competitive; Unilever's investment choices in its portfolio
management; inability to find sustainable solutions to support
long-term growth; the effect of climate change on Unilever's
business; customer relationships; the recruitment and retention of
talented employees; disruptions in our supply chain; the cost of
raw materials and commodities; the production of safe and high
quality products; secure and reliable IT infrastructure; successful
execution of acquisitions, divestitures and business transformation
projects; economic and political risks and natural disasters;
financial risks; failure to meet high and ethical standards; and
managing regulatory, tax and legal matters. These forward-looking
statements speak only as of the date of this announcement. Except
as required by any applicable law or regulation, the Group
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Group's expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Further details
of potential risks and uncertainties affecting the Group are
described in the Group's filings with the London Stock Exchange,
Euronext Amsterdam and the US Securities and Exchange Commission,
including in the Annual Report on Form 20-F 2017 and the Unilever
Annual Report and Accounts 2017.
Exhibit 99.2:
TRANSACTIONS IN OWN SECURITIES
3
December 2018 - Unilever N.V. (the “Company”) announces today that it
has purchased the following number of its ordinary shares (or
depositary receipts thereof) during the week starting on 26
November 2018 from UBS AG, London Branch (“UBS”). The repurchased shares will
be held in treasury.
Ordinary Shares
Date of
purchases:
26 November – 30 November 2018
Number of ordinary
shares purchased:
0
Highest price paid
per share:
EUR
0.00
Lowest price paid
per
share:
EUR
0.00
Volume weighted
average price paid per share:
EUR
0.00
Such
purchases form part of the Company’s existing share buy-back
programme and were effected pursuant to the instructions issued to
UBS by the Company on 20 July 2018, as announced on that
date.
Aggregated information
Monday 26 November 2018
Trading venue
Volume weighted average price (EUR)
Aggregated volume (shares)
Euronext Amsterdam
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BATS
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Chi-X
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Tuesday 27 November 2018
Trading venue
Volume weighted average price (EUR)
Aggregated volume (shares)
Euronext Amsterdam
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BATS
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Chi-X
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Turquoise
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Wednesday 28 November 2018
Trading venue
Volume weighted average price (EUR)
Aggregated volume (shares)
Euronext Amsterdam
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BATS
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Chi-X
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Turquoise
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Thursday 29 November 2018
Trading venue
Volume weighted average price (EUR)
Aggregated volume (shares)
Euronext Amsterdam
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BATS
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Chi-X
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Turquoise
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Friday 30 November 2018
Trading venue
Volume weighted average price (EUR)
Aggregated volume (shares)
Euronext Amsterdam
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BATS
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Chi-X
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Turquoise
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Transaction details
In
accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the
Market Abuse Regulation), a full breakdown of the individual trades
made by UBS on behalf of the Company as part of the buy-back
programme can be found on our website:
