Ngozi Amuche
Board of Directors of Portland Paints Plc, and Chemical and Allied Products (CAP Plc), 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 to the NSE.
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.
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 45percent 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 Paint.