Corporate deals
CAP Plc set to merge with Portland Paints and Products Plc.
CAP Plc and Portland Paints have taken a decision to merge their respective businesses in accordance with applicable laws.
The Board of Directors of Chemical and Allied Products Plc (CAP Plc), and Portland Paints and Products Plc (Portland Paints), have decided to merge their respective businesses in accordance with applicable laws to drive growth and expansion within the Nigerian and African markets.
This is according to a press release signed by Bolarin Okunowo, the Managing Director of Portland Paints, made available on NSE, Monday, 26th October 2020.
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The completion of the proposed merger is subject to approvals being obtained from the Federal Competition and Consumer Protection Commission, the Securities and Exchange Commission (SEC), The Nigerian Stock Exchange (NSE), the Federal High Court, as well as shareholders of CAP and Portland Paints.
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What you should know
- Should the proposed merger go ahead, CAP Plc will emerge as the resultant entity.
- The proposed merger will be executed by way of a Scheme of Merger (the “Scheme”) in accordance with Section 711 of the Companies and Allied Matters Act, 2020, and other applicable laws, rules, and regulations.
- The Scheme will involve the transfer of all Portland Paints Plc’s assets, liabilities and business undertakings including real property and intellectual property rights to CAP Plc.
- In consideration for the transfer, CAP Plc is offering shareholders of Portland Paints a choice to receive N2.90 cash for every Portland Paints share held OR 1 new ordinary share of CAP Plc, credited as fully paid up for every 8 Portland Paints shares held.
- The proposed consideration represents a 45% premium to the last traded share price of Portland Paints Plc on October 16, 2020, being the last business day prior to the date on which CAP Plc sent its merger proposal to the Board of Portland Paints and a 41% premium on the trading price as at close of trading on October 23, 2020.
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What they are saying
Commenting on the proposed merger, David Wright, Managing Director of CAP, said, “The decision to pursue the proposed merger, is driven by the Board’s strategic plan to aggressively grow within the Nigerian and African markets.
“We believe that the Proposed Merger presents a unique opportunity that will benefit all stakeholders, from shareholders to customers, as well as the broader economy. I am excited by the prospect of an enlarged company with a broader decorative paint portfolio covering the premium, mid-market and affordable segments and the inclusion of marine and protective coatings, all of which will benefit our customers and shareholders.”
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The Managing Director of Portland Paints, Bolarin Okunowo, submitted that “In recent months, the Board and Management of Portland Paints have evaluated various strategic options with a view to positioning our company to capture emerging growth opportunities.
“CAP Plc’s business is complementary to ours, and both companies will be better able to serve our respective customers by coming together. I believe the combination of Portland Paints and CAP will yield significant benefits for all of our stakeholders.”
Mutual shareholder
Portland Paints and Products Nigeria Plc – with 85.98% of the company’s issued share capital owned by UAC Nigeria Plc, manufactures and sells decorative, industrial, and marine/protective coatings for the construction of oil & gas industries in Nigeria. Portland Paints is the Nigerian representative of Hempel. It is listed on the NSE.
Chemical and Allied Products Plc (CAP) – a subsidiary of UAC Nigeria Plc – which holds 51.49% of the company’s shares, manufactures and sells premium and standard paints and coatings, and is the sole technological licensee of Akzo Nobel Coatings International B.V. in Nigeria. It is listed on the NSE.
Corporate deals
DEAL: Tangerine Life completes take-over of ARM Life Insurance Plc
Tangerine Life Insurance has concluded the acquisition of ARM Life Plc.
Tangerine Life Insurance, a subsidiary of Verod Capital Limited has concluded the acquisition of ARM Life Plc.
This is according to a press release issued by the firm’s Head, Brand and Communications, Olabisi Adesokan, seen by Nairametrics.
The merger is expected to consolidate and optimize the unique strengths of both sides, both in the corporate and retail markets, creating a stronger and broader insurance and financial services platform that will be of immense benefits to all.
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Background of the deal
A decision to complete the acquisition of ARM Life Insurance Plc was reached at Tangerine’s Board Meeting held on 4th of March, 2020, where the provisions of section 131 of the Investment and Securities Act (ISA) 2007 was triggered.
Provisions in section 131 of ISA 2007 had empowered Tangerine Life Insurance to takeover ARM Life, following its 77.72% equity stake held in the latter, which translates to 7,392,953,710 ordinary shares.
In lieu of this, a decision to buy-out the remaining stake of 2,180,967,082 ordinary shares at N0.63 was ratified at the Board meeting and subsequently implemented.
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What they are saying
Commenting on the rationale behind the deal, the Managing Director of Tangerine Life, Livingstone Magorimbo said: “Integrating the businesses has presented us a tremendous opportunity to enhance our capabilities, improve operating efficiencies and grow our businesses.
“At Tangerine Life, we will continue to innovate, drive positive change within the insurance industry and create tremendous value for our customers towards effectively positioning our business to stay ahead of the next wave of industry evolution.”
On the other hand, a former Managing Director at ARM Life, Stephen Alangbo added that: “Innovation is paramount in ensuring customer satisfaction in today’s business landscape. We believe that the combination of both entities will ensure exceptional value creation for existing and new customers and partner.”
What you should know
- According to the press release, the merger places Tangerine Life as the 4th largest life insurer in Nigeria and position it for future growth.
- Tangerine Life Insurance Limited, formerly known as Metropolitan Life Insurance Nigeria Limited was incorporated on 19 August 2004 and licensed by NAICOM on 14 February 2007. It is principally engaged in the provision of group life, credit life and individual life products to over 12,000 blue-chip corporate and retail clients.
- The Company is majorly owned by Oreon LMS Limited, a subsidiary of Verod Capital Growth Fund II, a US$115 Million private equity fund managed by Verod Capital Management Limited.
Corporate deals
DEAL: FMDQ Exchange admits Parthian Partners Limited’s Commercial Paper worth N20 billion
FMDQ has ratified the admission of Parthian Partners Limited’s N20 billion Commercial Paper.
