Mexican Cemex increases price offer for Trnidad's TCL cement takeover
PORT OF SPAIN
Petroleumworld.com 01 10 2017
The Mexico-based cement giant, CEMEX, Monday increased its offer to shareholders as it moves to take over control of the Trinidad-based Trinidad Cement Limited (TCL).
In a statement posted on its website, CEMEX said that its indirect subsidiary, Sierra Trading would ‘present a change and variation notice making an amended offer to the offer and take-over bid that was presented on December 5, 2016 to all shareholders of TCL, a company publicly listed in Trinidad and Tobago, Jamaica and Barbados.
It said the new offer is being made as it seeks to acquire up to 132,616,942 ordinary shares in TCL, which together with Sierra's existing share ownership in TCL of approximately 39.5 per cent would, if successful, result in Sierra holding up to 74.9 per cent of the equity share capital in TCL.
“Pursuant to the amended offer, Sierra will offer TT$5.07 (One TT dollar =US$0.16 cents) in cash per TCL share and, except for shareholders of TCL in Barbados, shareholders of TCL will have the option to be paid for their TCL shares in TT$ or in US$.
“Full acceptance of the offer, as amended by the amended offer, in TT$ would result in a cash payment by Sierra of approximately TT$672 million. The Revised Offer Price represents a premium of 50 per cent over the December 1, 2016 closing price of TCL's shares in the Trinidad and Tobago Stock Exchange,” CEMEX added.
CEMEX had in early December last year, said it was seeking to acquire the shares at a price of TT$4.50) in cash per TCL share.
In 2015, TCL shareholders voted overwhelming to lift the 20 per cent cap on shareholding in a move critics said then opened the way for CEMEX to take control of the financially struggling company.
CEMEX, which has operations extending throughout the world, with production facilities spanning 50 countries in North America, the Caribbean, South America, Europe, Asia, and Africa, is at present the single largest shareholder at 20 per cent, and would be able to acquire shares worth up to US$45 million in the rights issue.
Last month, TCL shareholders were urged by the company's directors to reject the offer by CEMEX, noting that the offer price does not reflect the “full commercial value of TCL”.
The board argued that the shares of the company have a greater value than the offer price of TT$4.50, which it said was “not fair, from a financial point of view, to the shareholders”.
While the board did not say what a fair price would be, it however, advised shareholders that TCL is poised to benefit from the significant operational improvements instituted in August 2014.
“The company has experienced a turnaround after multiple past efforts to do so. The evidence of the turnaround is supported by the company's return to sustainable profitability in 2015 and continuing to produce positive net income throughout 2016.
“The board has embarked on a number of operational and corporate restructuring initiatives that continue to generate positive value for the company.”
In its latest offer bid, CEMEX said that among other conditions, the new offer “will be conditional on Sierra acquiring at least an amount of TCL shares that would allow CEMEX, for financial reporting purposes, to consolidate TCL.
“Unless extended, the offer period, as amended by the amended offer, is expected to close on January 24, 2017 at 3:00 pm Trinidad and Tobago time. Sierra does not currently expect to extend the offer period after January 24, 2017. All other terms and conditions of the offer not modified by the amended offer remain unchanged,” it added.
It said that if the new offer is accepted “TCL will continue operating as usual.
“Additionally, TCL will be maintained as a publicly listed company on the Trinidad and Tobago Stock Exchange with the benefit of a strong local shareholding together with the enhanced benefit of proven management and operational expertise from CEMEX.”
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