HUL completes GSK merger, buys Horlicks in Rs 3,045 crores

New Delhi: FMCG major Hindustan Unilever has announced the completion of the merger of GlaxoSmithKline Consumer Healthcare Ltd with the company, almost 15 months after the announcement of the deal.

Besides, the FMCG major is also acquiring popular health food drink brand Horlicks in a Rs 3,045 crore deal from GlaxoSmithKline Consumer Healthcare Ltd (GSKCH) using the option available in the original agreement between HUL and GSK.

Post the merger, GSKCH will now hold a 5.7 per cent stake in HUL, which is listed on both BSE and NSE.

Both the companies had received all necessary regulatory approvals, including from the National Company Law Tribunal, for the merger of GSKCH into the company, HUL and GSKCH said in separate statements.

"The Board of Directors of HUL today approved HUL acquiring the Horlicks Brand for India from GSK for a consideration of Euro 375.6 million (Rs 3,045 crore), exercising the option available in the original agreement made between Unilever and GSK," HUL said.

As part of that, around 3,500 people working with the nutrition team of GSKCH would move to HUL.

Post-acquisition, nutrition business would be a part of HUL's Foods & Refreshment division, which handles its tea, coffee, ice-cream, and packaged foods business.

"This will enable HUL to utilise cash on its balance sheet and create value for shareholders. In addition, it will enable HUL to drive better salience in a local context. The other brands which were under the ownership of GSKCH like Boost, Maltova and Viva come to HUL''s brand portfolio by virtue of the merger," it added.

On December 3, 2018, HUL had announced the merger of GSKCH, which was subject to obtaining necessary approvals.

"This is one of the largest deals in the FMCG sector in recent times and will lead to significant value creation for all stakeholders," HUL said.

The deal would unlock opportunity for HUL in Health Food Drinks (HFD) market as GSKCH was the market leader in the segment, with brands as Horlicks and Boost in its portfolio.

"Brands such as Horlicks and Boost are iconic, and we are excited to have them in the Hindustan Unilever fold. The merger gives us a unique opportunity to live our purpose and serve India where nutrition-related challenges form the largest causes of disease Malnutrition and Micronutrient deficiency - and aligns well with the Government''''s ambitious Swasth Bharat and Poshan Abhiyan programs. I am delighted to welcome the 3,500 strong Nutrition Team to the HUL family.

"Both organisations have common values coming from a lineage of respected parent companies and a shared heritage of building iconic trusted brands," HUL CMD Sanjiv Mehta said.

Horlicks has a volume share of close to 50 per cent in the HFD market.

Commenting on the development, GSK Consumer Healthcare CEO Brian McNamara said: "The close of this transaction signals the beginning of an exciting new chapter for GSK in India, enabling us to focus and build on our portfolio of brilliant, science-based OTC and Oral Health brands and to make these products available to more consumers across the country."

The appointed date of the scheme of the merger was set on April 1, 2020, by the NCLT in its approval.

"All the assets and liabilities of Transferor Company (GSKCH) shall become assets and liabilities of the Transferee Company (HUL) with effect from the Appointed Date," said GSKCH in a regulatory filing.

"In accordance with the Scheme, the shareholders of GSKCH as on the Record Date will be issued and allotted 4.39 equity shares of HUL having a face value Rs one each, as fully paid-up, for every one equity share of GSKCH having a face value Rs 10," it added.

HUL will be partnering with GSK through consignment selling arrangement to distribute brands of GSK Consumer Healthcare family in India, which would allow a big play in the chemist channels.

"This partnership, with world-class brands from GSK like Eno, Crocin, Sensodyne etc and HUL''s distribution strength can unlock value for GSK and build further Hindustan Unilever''''s go-to-market capabilities," it added.

Though HUL was preparing up for merger of GSKCH business for almost a year, it would take time to integrate and harmonise the systems with the company, said HUL CFO Srinivas Phatak in a conference call.

"We would have a separate and dedicated integration team," said Phatak adding that it expects in the next 12 to 18 months the work of "process harmonisation and IT integration" would be completed.

On December 3, 2018, Anglo-Dutch FMCG giant Unilever announced the acquisition of health food portfolio, including popular brands Horlicks and Boost, from GSKCH India and over 20 other markets for 3.1 billion pounds (about Rs 27,750 crore).

According to the deal, Unilever''s Indian arm HUL acquired GSKCH India via an all-equity merger, valuing the total business of the latter at Rs 31,700 crore.

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