The Boards of Chemical and Allied Products Plc and Portland Paints And Products Nigeria Plc have reached an agreement to undertake a merger between both entities.
The Proposed Merger presents a compelling opportunity to create significant value for shareholders of both companies and achieve strategic growth objectives as a larger company with a broader product portfolio, more corporate owned brands and diversified revenues. The resultant entity is also expected to benefit from enhanced distribution capabilities in addition to economies of scale and operational efficiencies.
The Merger will be executed via a Scheme of Merger in accordance with Section 711 of the Companies and Allied Matters Act, No. 3 of 2020 (as amended) (“CAMA”). The Scheme will involve the transfer of all Portland Paints’ assets, liabilities and business undertakings including real property and intellectual property rights to Chemical and Allied Products Plc.
In consideration for the transfer, Portland Paints’ shareholders shall receive a cash consideration of N2.90 for every share held in Portland Paints or 1 share in Chemical and Allied Products Plc for every 8 shares held in Portland Paints. Consequently, the entire issued share capital of Portland Paints shall be cancelled and Portland Paints shall be dissolved without being wound up.
