SCOTTISH & Newcastle is set to delist as a UK public company this month after shareholders yesterday voted overwhelmingly in favour of a joint takeover of the Edinburgh-based brewer by rivals Heineken and Carlsberg.
Some 300 shareholders gathered for an extraordinary meeting in the Scottish capital to rubber-stamp the deal, which values S&N at £7.8 billion. It already had the unanimous backing of the board.
Shareholders in S&N – which brews Foster's, John Smi
th's and Newcastle Brown Ale – voted 99.65 per cent in favour of the takeover, bringing to an end more than 250 years of brewing history.
Sir Brian Stewart, S&N's chairman, told shareholders it was a "momentous and historic day" for the business, which ranks as the UK's largest brewer. He said: "Though today may be an end, it is also a beginning; a new opportunity for our people across the globe, including many still based here in Scotland, to grow within a larger worldwide group".
The deal is expected to receive approval from the Court of Session later this month, with Heineken and Carlsberg due to take control on 28 April, when S&N will be removed from the FTSE 100 index.
Heineken will take on S&N's UK operations, along with businesses in Portugal, Finland, Belgium and Ireland.
The Dutch brewer already owns Murphys Stout, putting a question mark over the future of S&N's Beamish business in Cork.
Danish firm Carlsberg will gain S&N's operations in China, France, Greece and Vietnam, along with the Scottish firm's lucrative stake in BBH, a 50/50 joint venture between S&N and Carlsberg in Russia and the Baltic states.
In the UK, the takeover is expected to put about 250 jobs at risk within S&N's corporate functions, including between 100 and 150 jobs at its Edinburgh HQ.
It is understood that jobs at the company's UK operational base at the Gyle in Edinburgh and those at its call centre in Livingston are secure.
Addressing shareholders, Stewart said: "While there is sadness at the passing of two and a half centuries of brewing history, the prevalent emotion today is pride – pride in our people in building such a valuable and desirable global business and pride that we achieved a strong price for shareholders in increasingly weak world markets."
It is thought that John Dunsmore, S&N's chief executive, stands to collect more than £3 million when the deal goes through, including £1.8m from cashing in more than 500,000 share options, along with a pay-off of more than £1m. He also has a personal holding of 170,000 shares in the firm.
Stewart, who was praised for his work with S&N by several shareholders after the meeting, reportedly stands to make £2.3m profit from cashing in his share options, along with personal shares worth around £2m.
The departing chairman added that he was looking forward to "drawing breath" after what he described as "a very intense" period.
A special resolution backing the merger was passed by 476 million votes in favour to 1.7 million against, with 2.5 million abstentions. Shareholders passed the resolution at the EGM using an electronic voting system – after a preliminary meeting, which S&N was required to hold following instructions from the Court of Session.
