Hindustan Unilever (HUL) on Monday said it was merging GlaxoSmithKline (GSK) Consumer Healthcare with itself in a transaction worth Rs 317 billion, in the largest deal of the consumer goods space in the country.
The development came as parent Unilever announced it was acquiring Horlicks and other health food drinks from GSK in over 20 markets for £3.1 billion, bringing to an end a high-profile deal that had seen a cross-spectrum of players, including Nestlé, Coca-Cola, and ITC throwing their hats in the ring.
The transaction has three parts, including GSK picking up a 5.7 per cent stake in HUL, valued at £S2.6 billion (or Rs 230 billion).
The other two parts include GSK’s 82 per cent stake in its Bangladesh unit, which will be paid in cash (£150 million) and sale of brand rights and operations in other countries for £416 million, also in cash.
The importance of the Indian arm is evident from the fact that Unilever is paying nearly 84 per cent of the total deal value for it.
The India transaction, subject to mandatory approvals and likely to be completed in a year, is over seven times GSK Consumer’s 2017-18 (FY18) sales of Rs 42 billion.
Once the deal is completed, HUL will become the largest food company in the country, with a turnover of Rs 107 billion, ahead of rivals Nestlé, Britannia, and ITC. For FY18, HUL’s turnover from the food and refreshment business was Rs 65 billion.
Besides Horlicks, other health food drinks that are part of the deal include Boost, Maltova, and Viva.
Over-the-counter products such as Crocin, Eno, Iodex, and Sensodyne, which were distributed by GSK Consumer earlier, will now be pushed by HUL as part of a five-year distribution agreement.
HUL is expected to get an entry into the pharmacy channel as a result of the distribution arrangement, sector experts said.
For every share of GSK Consumer, 4.39 HUL shares will be given, with Unilever’s holding in HUL coming down to 61.9 per cent, from 67.2 per cent on account of the issue of new shares, the company said.
David Redfern, chief strategy officer, GSK Plc, said the company was not bound to sell its 5.7 per cent stake within a specific timeline.
“We expect to complete the (merger) transaction by end-2019. Then it is up to us how we monetise those shares. We would like to sell them, but it would depend on the market conditions that prevail then,” Redfern said.
HUL did not indicate whether Unilever would be buying the shares from GSK plc, but analysts expect the company to make a bid for it in the future.
Bank of America Merrill Lynch advised Unilever on the deal, while Morgan Stanley was the investment banker for GSK.
“This is a transformative deal, which will give us a meaningful presence in health and wellness,” HUL’s Chairman and Managing Director Sanjiv Mehta said at a press briefing soon after the announcement to stock exchanges.
“With the proposed merger, we will be expanding our portfolio with brands that cater to the nutritional needs of consumers,” he said.
HUL is expected to absorb all of GSK Consumer’s employees as part of the merger process, including its three company-owned manufacturing units and office space in Gurugram, following the merger. Synergies and tackling overlapping areas, functions and employees would be looked into later, HUL’s Chief Financial Officer Srinivas Phatak said. The deal is likely to give HUL operational benefits to the tune of 8-10 per cent, Phatak said, over the medium term on account of synergies flowing from the merger.
After the merger, HUL is likely to use its distribution network to push Horlicks and other products, sector analysts said. It is also likely to upgrade these products, launching new variants and extensions across the price pyramid and build pressure on rivals such as Nestlé.
HUL’s stock price on Monday jumped 4.12 per cent on the BSE, following the announcement of the deal to close trade at Rs 1,825.90 per share. GSK Consumer’s stock price rose 3.75 per cent to close trade at Rs 7,542.85 per share.