Simplification of Unilever’s Corporate Structure

Davis Polk is advising UBS Limited as sponsor in connection with the simplification of Unilever’s parent company structure from two legal entities, Unilever PLC and Unilever NV, into a single holding company, New Unilever NV, and the admission to listing on the premium segment of the Official List and to trading on the London Stock Exchange of New Unilever NV.

Pursuant to the simplification, the key terms of which were announced on March 15, 2018 and set out in the shareholder and related documentation published on September 11, 2018, New Unilever NV will acquire Unilever PLC through a scheme of arrangement under the UK Companies Act and Unilever NV through a triangular legal merger under Dutch corporate law. Existing shareholders in Unilever PLC and Unilever NV will receive one new share in the new holding company for every share currently held. The new holding company will be listed in London, Amsterdam and, in the form of American depositary shares, New York. Subject to certain conditions, including shareholder approval and applicable regulatory consents, simplification is expected to complete and the listing of New Unilever NV become effective in December 2018.

Unilever is one of the world’s leading consumer goods companies, making and selling around 400 brands in more than 190 countries. Currently, Unilever PLC is listed in London and New York, Unilever NV is listed in Amsterdam and New York and, through an equalization agreement, shareholders in each company have an equivalent economic interest in the business of the Unilever group.

The Davis Polk corporate team includes partner Will Pearce (Picture), European counsel Jamie Corner and associate Fiona Tregeagle. Counsel Connie I. Milonakis is proving U.S. securities law advice. Partner Jonathan Cooklin and associate Rosie Upstill are providing tax advice.

Involved fees earner: Will Pearce – Davis Polk & Wardwell; Jamie Corner – Davis Polk & Wardwell; Fiona Tregeagle – Davis Polk & Wardwell; Connie Milonakis – Davis Polk & Wardwell; Jonathan Cooklin – Davis Polk & Wardwell; Rosie Upstill – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: UBS;