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Stabroek News

Big merger barred - Shareholder forces decision delay on Neal & Massy deal
published: Friday | June 29, 2007


A snapshot of a Barbados Shipping and Trading Company web page, as seen on its website, June 28.

Barbados Shipping and Trading Company Limited (BS&T) was barred Tuesday from convening a meeting of shareholders that was expected to endorse the merger with Neal and Massy Limited, even as a third company has announced it would also be making an offer for the company.

The meeting was scheduled for 5:00 p.m. Wednesday at the Hilton Barbados, but directors ofthe company were "served with ex-parte injunctions," said a late evening release from BS&T.

The Financial Gleaner understands that a BS&T shareholder got the injunction from Judge Jacqueline Cornelius on the basis that the shareholder was not given adequate information to reach a decision on the merger.

That development followed Islands Property Limited of Barbados Announcement that it would putting a consortium in place to make an offer to BS&T.

The main directors of the company are Tony Hoyos and Colin Brewer.

"They anticipate that their offer will be more attractive than those already announced and they expect to communicate their offer to the Board of BS&T shortly," the two men said in press release Wednesday.

"There is no reason for our largest local company to be sold to foreign interests. There is sufficient capital and management talent in Barbados for BS&T to remain a Barbadian company and for its long term net worth to be maximised for the benefit of all stakeholders," the release sated.

The foreign interest comment relates to Neal and Massy Limited and Ansa McAl Group, both of Trinidad.

BS&T had reached an agreement, subject to shareholder approval to merge with Neal and Massy to create the region's largest conglomerate.

Those plans, endorsed by analysts as a good move for shareholders and the companies, were proceeding smoothly until last Friday when Ansa McAl announced its hostile takeover bid of $7 per share to be made formally on July 15.

BS&T has about 75.3 million of issued shares.

The court order served on directors appeared to have annoyed BS&T, which said in a release its had already planned to lay all options on the table for shareholders to consider.

"The directors of BS&T are disappointed at this turn of events, especially since they had agreed, at a board meeting on Tuesday, to facilitate an adjournment of the Wednesday, June 27, meeting in order to allow shareholders the ability to consider any offers that might materialise with respect to the company (BS&T)."

Neal and Massy had announced at the top of the week that its shareholders had given overwhelming support Monday to the merger.

Since then, Neal and Massy chairman Arthur Lok Jack has publicly urged BS&T shareholders not to be swayed by the cash that Ansa McAl was offering.

There were also indications that the company will seek the intervention of Barbados' Fair Trading Commission to assess the Ansa McAl offer, CMC has reported.

Last week, after thorough analysis of the proposed merger, but prior to Ansa McAl's offer, Republic Securities Limited had recommended that shareholders of both BS&T and Neal and Massy Limited accept the offer from their respective boards.

"The structure of this transaction suggests that the management of both parties have approached the deal so as to offer a win/win situation to their respective shareholders, " said Ian Narine, managing director of Republic Securities.

West Indies Stockbrokers Limited (WISE) said its recommendation was based on the past performance of Neal and Massy and BS&T and the prospective growth attainable from the merged entity. "A Neal & Massy, BS&T union would form a financially stronger, more risk diverse entity with greater prospects for growth for both groups of shareholders. Additionally, the 'marrying' of these two Caribbean conglomerates would allow business to be conducted on a regional scale thereby creating greater potential for growth through revenue synergies," WISE said last week.

business@gleanerjm.com

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