NIGERIA – Chemical Allied Products Plc and Portland Paints Plc have announced plans to transfer all its rights liabilities and business undertakings, including real property and intellectual property to Chemical Allied Products (CAP) Plc.
This followed the approval of the proposed merger plan between CAP Plc and Portland Paints Plc by the Federal High Court, Lagos.
In a statement sent to Nigeria Stocks Exchange, Portland paints said upon approval by the shareholders at the court-ordered meeting on February 18, the subjoined resolutions of the merger agreement would be effected.
In the arrangement, all employees and undertakings rights, powers, and duties of a personal character, which could not generally be assigned or performed vicariously will be transferred to CAP Plc.
“The entire share capital of the company shall be cancelled, and the company shall be dissolved without being wound up,” the statement read.
Portland Paints also revealed plan to transfer all monies in its accounts in banks and with other debtors within and outside Nigeria to CAP Plc.
According to the statement, some modifications will be made once the Scheme becomes effective.
All assets and liabilities of Portland Paints including but not limited to real property, intellectual property rights, permits, credits, allowances, equipment and machinery, plant, fixtures and fittings, motor vehicles and businesses, shall be transferred to CAP.
All legal proceedings, claims and litigations pending or contemplated by or against the Company be continued by or against CAP.
The entire share capital of the Company shall be cancelled, and the Company shall be dissolved without being wound up.
All contracts of the Company shall continue to be in force and effect in accordance with their respective terms and conditions, and CAP shall assume all rights and obligations of the Company under all such contracts.
In October last year, the Boards of Directors of Chemical and Allied Products Plc and Portland Paints and Products Nigeria Plc took a decision to merge their respective businesses in accordance with applicable laws.
The respective boards of CAP and Portland Paints said they strongly believed that the proposed merger, which provides a unique opportunity to change the Nigerian paints and coatings landscape, would be attractive and value accretive to shareholders of both companies.