Unilever to Make Netherlands Its Sole Headquarters, in Blow to Britain


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It said that it would continue to be listed in London, Amsterdam and New York, but that its various divisions would be divided between the British capital and Rotterdam.

Unilever’s two headquarters mirrored its legal structure, in which the company maintained separate stock listings and corporate entities in both countries after its formation by the combination of the British soap maker Lever Brothers and the Dutch margarine producer Margarine Unie in 1930.

Each of the two operating companies technically has its own board, but the boards are made up of the same directors and senior management.

While unusual, the structure has been used by some of the largest companies with ties to both Britain and the Netherlands. The oil giant Royal Dutch Shell maintained a similar system until 2005, and RELX Group, the business information company that owns LexisNexis Legal and was formerly known as Reed Elsevier, dropped its dual structure this year.

As consumers have shied away from traditional brands in favor of products from smaller companies with more natural and organic ingredients, Unilever has tried to keep pace by buying companies like Schmidt’s Naturals, Sundial Brands and Dollar Shave Club in recent years.

Nevertheless, simplifying its structure has been a topic at investor meetings for more than a decade.

In the end, the unsolicited bid for Unilever by Kraft Heinz, the maker of Heinz ketchup and Oscar Mayer hot dogs, brought the topic to a head. Kraft Heinz withdrew its offer days later on friendly terms, but Unilever said soon after that it would review its structure.

As the company pursued a sale of its margarine and spreads business last year, Unilever said, “it was apparent that our dual-headed legal structure adds complexity when undertaking such changes.”

“Unilever’s dual-headed legal structure does not technically impede its ability to issue equity or demerge assets, but it makes it significantly more complex,” Pinar Ergun, a UBS analyst, said in a recent research note.

The consumer goods company said late last year that its board “considers that unification with a single share class would be in the best interests of Unilever and its shareholders as a whole, providing greater ongoing strategic flexibility for value-creating portfolio change.”

Unilever had originally hoped to make a decision on its structure by the end of last year, but Mr. Polman told The Financial Times in November that the company had decided to delay it amid rising tensions in the negotiations between Britain and the European Union.

Uncertainty about Britain’s future relationship with the bloc has weighed heavily on decision-making by a number of companies as they try to determine how to continue to serve customers in Europe.

For example, a number of banks, including HSBC, have announced plans to move some employees to the Continent in order to be able to serve their European customers seamlessly when Britain is set to leave the bloc next year.

Other companies have announced plans to stay and made new investments in their British operations. Toyota said this month that it would make the latest generation of its Auris automobile at its plant in Britain after announcing an investment of 240 million pounds (about $335 million) in the Toyota Motors UK business last year.

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