Unilever is to push ahead with unifying its legal structure in the UK, despite the threat from Dutch politicians of an “exit tax” in the Netherlands that could cost the consumer goods group €11bn.
The maker of Dove soap, Domestos bleach and Ben & Jerry’s ice cream said the boards of both its UK and Dutch entities had chosen on Tuesday to proceed with combining them into a single London-based company.
It will ask the UK’s High Court to approve the change, structured as a merger, on November 2, to take effect on November 29. This will end a dual structure that has been in place since Unilever was formed more than 90 years ago.
Unification as a UK company has proved popular with shareholders, securing approval from investors in the UK and Dutch entities.
But politicians from the Dutch Green party have sought to impose an exit tax on departing companies that Unilever previously said could derail its attempt to simplify its structure. Critics nicknamed the levy the “Hotel California” tax, after the Eagles song declaring that “you can check out any time, but you can never leave”.
The Greens proposed a bill to introduce the tax on October 9 despite key independent legal advice suggesting it would violate EU law.
Unilever had said in August that if the bill were enacted in the form it took at that time, hitting the group with a retroactive €11bn exit fee, it would not proceed with unification.
However, Unilever wants to complete the change to its structure before the UK’s existing trading arrangements with the EU conclude at the end of this year, in order to make use of the EU’s cross-border mergers regime.
Unilever said of the Dutch bill on Tuesday: “It is unclear when, or indeed if at all, the bill will be enacted, or in what form.”
It said it had received legal advice that any exit tax charge it might receive under the bill “should be annulled on the grounds that it infringes the Dutch-UK tax treaty, other Dutch tax treaties with states in which shareholders reside, primary and secondary EU law and the first protocol to the European Convention on Human Rights”.
The unification, spearheaded by chief executive Alan Jope, reverses a failed move under his predecessor Paul Polman two years ago to create a single entity in the Netherlands.
It will make acquisitions and disposals such as a planned spin-off of its tea division far simpler, helping the company to refocus its portfolio on faster-growing areas.
Unilever has said no jobs will be moved or lost as a result of the legal change, though it has committed that if it spins off its food division, the new company will be based in the Netherlands.
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