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Unilever Moves Ahead with Concern Kalina Acquisition

Posted: December 6, 2011

Unilever announced that, in regard to its October announcement about its 82% acquisition of Russian beauty company Concern Kalina, Unilever has obtained the necessary regulatory clearances in Russia and Ukraine and hascompleted the acquisition of 82% of the outstanding shares of Concern Kalina. The transaction will transform Unilever’s beauty business in Russia, giving it leading positions in skin care and hair care, as well as establishing a presence in oral care. It will also strengthen and rebalance Unilever’s portfolio and competitiveness in Russia, an emerging market with considerable potential and one of Unilever’s priority countries.

The amount paid to acquire the 82% stake is approximately RUB17.4 billion, approximately RUB0.7 billion higher than the amount previously announced, reflecting a number of adjustments in respect of cash equivalent items. The enterprise value for 100% of Concern Kalina is unaffected and remains approximately RUB25.9 billion. Also, Unilever plans to cause Concern Kalina to delist the shares from the Russian Trading System (RTS) and MICEX stock exchanges in December 2011.

On or about January 10th, 2012 Unilever will offer to acquire all of the remaining Concern Kalina shares in Russia. The price per share is expected to be RUB 4,267.92, as the highest price Unilever paid to the selling shareholders, but the final amount will be determined by Russian law. Concurrently, Unilever will offer to all holders of Concern Kalina’s American Depositary Shares (ADSs) and Global Depositary Shares (GDSs) a price per ADS/GDS equal to RUB 4,267.92, without interest and less any fees, currency conversion expenses, applicable taxes and government charges. This amount will be converted to U.S. dollars on or about the date that Unilever pays for the Concern Kalina shares tendered in the Russian offer and move the total sale forward.

In addition, if after consummation of the offer, Unilever and its affiliates own shares representing more than 95% of the outstanding shares of Concern Kalina, Unilever intends to purchase any Concern Kalina shares (including those represented by ADSs/GDSs) not owned by Unilever and its affiliates at a price determined by Russian law.