- Heineken is offering the equivalent of R180 a share to Distell shareholders.
- Shareholders can opt to remain invested in a new company that will combine Heineken's Southern African assets - including Windhoek and Tafel Lager - as well as Distell's big brands, including Savanna, Hunters Dry Nederburg, Klipdrift and Amarula.
- Distell's share price tumbled by 5% in opening trading on Monday.
Six months after first announcing its interest in a takeover of Distell, Heineken has finally made a €2.2 billion (R38.5 billion) offer for the group, which owns brands like Nederburg, JC le Roux, Klipdrift, Amarula, Savanna and Hunters Dry.
Dutch group Heineken is the world's second-largest brewer after Anheuser-Busch InBev.
Its offer will split Distell in two businesses.
Distell's cider and other ready-to-drink beverages as well as spirits and wine brands will form a new business ("Newco"), which will be combined with Heineken’s Southern African business and the Dutch group’s interest in Namibia Breweries Limited (NBL), which owns Windhoek and Tafel.
On Monday, Heineken announced that it has made an offer to buy a 50.01% stake in NBL from Ohlthaver & List. Heineken already owns the rest of the company.
Heineken intends to own a minimum of 65% of Newco, with the remainder held by Distell shareholders who elect to reinvest.
Heineken has provided a commitment that Newco’s operations will be at least 15% empowered from a B-BBEE ownership perspective. Distell shareholders are being offered R165 in cash per share for their stake in Newco – or they can opt for unlisted shares in Newco, or a combination.
Then, shares in Capevin - which contains Distell’s other remaining brands, including its Scotch whisky unit - will be unbundled, with Distell shareholders offered R15 per Capevin share.
Together, Heineken’s offer to Distell shareholders come to R180 per share – which was below Friday’s share price of R182.59.
But Heineken says the price is 35% above the average share price of Distell in the month before 17 May, when it first announced that it is considering a takeover.
In opening trading on Monday, Distell's share price tumbled by 5% to R173.52.
In a statement, Remgro, which owns around 30% of Distell, said it will vote in favour of Heineken’s deal, and that it intends to elect to receive Newco shares in exchange for its Distell shares.
It also won’t accept the cash offer for Capevin shares, and will therefore hold a controlling shareholding in the business, it added.
Bloomberg reports that it's Heineken's most significant acquisition since 2018.
The Public Investment Corporation, which manages civil servant pensions, owns around 30% of Distell.