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1834 Investments And Radio Jamaica Sign Agreement For Proposed Amalgamation Of Their Businesses.

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The Boards of 1834 Investments Limited (“1834 Investments”) and Radio Jamaica Limited (“RJL”) jointly announce that 1834 Investments and

RJL today entered into a Scheme Implementation Agreement which will lead to the amalgamation of both companies. The amalgamation will be done by way of a Court-approved Scheme of Arrangement by which RJL would acquire all of the shares of 1834 Investments in exchange for shares in RJL or cash consideration, subject to the approval of the shareholders in 1834 Investments and the sanction of the Supreme Court of Jamaica. A number of significant shareholders in 1834 Investments have indicated their support for the amalgamation.

Under the proposed transaction mechanism, each shareholder in 1834 Investments may elect to receive:

  1. 403125 shares in RJL per 1834 Investments share; or
  2. a cash payment of J$1.29 per 1834 Investments share; or
  3. a combination of shares in RJL and cash.

For example, where an 1834 Investments Shareholder holds 100 shares in 1834 Investments, they may elect to receive:

  1. 41 shares in RJL (rounding up from 40.3125);
  2. J$129.00; or
  3. a combination of shares in RJL and cash.

1834 Investments would, in the process, be amalgamated into RJL, which is the parent company of the RJRGLEANER Communications Group, and be dissolved.

Prior to both companies considering the recommendations of their management on this matter, both 1834 Investments and RJL established committees comprising members without cross directorships to examine the opportunity.  The 1834 Investments Committee comprised Morin Seymour, former director, and Terry Peyrefitte, executive director, under the chairmanship of director Monica Ladd. The RJL Committee comprised Chief Financial Officer Andrea Messam and executive directors Gary Allen and Christopher Barnes, under the chairmanship of director Carl Domville.

Ms. Ladd of 1834 Investments, said:

Our first task was to identify and engage a reputable and competent firm of independent financial consultants to consider what price was fair and to provide us with an opinion as to the value of the two companies, and a Fairness Opinion, in the event that a formal proposal or offer to acquire the 1834 shares was made by RJL. The Committee was authorized to give the matter its full consideration and to act in the best interest of all shareholders and we have done so.  The Committee and the 1834 Investments Board are of the view that the proposed merger should be put before the 1834 Investments shareholders, because (i) the price being offered is considered by our independent consultants to be fair, and currently represents a premium over the market price of 1834 on the Jamaica Stock Exchange; (ii) the two companies have synergies which we believe can benefit 1834 shareholders long-term via their participation in the merged RJL; (iii) it will offer greater liquidity for the resulting RJL shares; and (iv) there is an option for 1834 shareholders to be paid in cash in the event that they do not wish to participate in the merged RJL.”    

Ernst and Young was selected to undertake the fair value determination and subsequently reported that a value of J$1.29 per share in 1834 Investments was within the fair value range for the shares of the Company in an arm’s length transaction between a willing buyer and a willing seller.

Relying on the Ernst and Young Fairness Opinion and taking into account all relevant circumstances, the 1834 Investments Committee unanimously recommended to its Board, and the Board agreed, that the agreement should be put to shareholders for approval and if secured, to seek the approval of the Court for same.

Commenting on the transaction, Mr. Gary Allen, Managing Director of RJL said:

“We have taken independent professional advice and we have examined other options including loan financing and public offerings.  RJL is satisfied that this transaction is in our best business interest at this time and the exchange of approximately two and a half 1834 shares for one Radio Jamaica share is an equitable reflection of the relative asset values of the companies. Combining 1834 and RJL will give RJL a new revenue stream with cost and operational synergies, rather than running both companies as separate legal entities which brings two sets of costs.  RJL will, after the amalgamation, own the building at 7 North Street which houses its print operations among others and RJL will be better able to use the building without regard for separate boundaries, services and facilities which now characterize the independent relationship between both companies.  The financial resources accessed in 1834 Investments will also help Radio Jamaica Limited to accelerate and operationalize several of its strategic projects and activities for the wider RJRGLEANER Communications Group.”

In 2016, RJL acquired from The Gleaner Company Limited, the media assets of that company (including the Gleaner newspaper, the Star newspaper and Independent Radio Company). The non-media assets remained in the company, which then changed its name to 1834 Investments Limited.

1834 Investments Limited (formerly The Gleaner Company Limited) is a locally incorporated and domiciled holding company for a portfolio of domestic and international investment assets. The company’s main activity is the management of its income generating real estate, bond and equity investments, and the management of its joint venture and subsidiary companies. The shares of the company are listed on the main market of the Jamaica Stock Exchange as “1834“.

Radio Jamaica Limited is incorporated and domiciled in Jamaica. RJL’s primary activities, through its various subsidiaries, are the operation of a ‘over-the-air’ television station, three cable television channels, four radio stations and the publication of news and information in print and digital media formats on multiple platforms to global audiences. The shares of the company are listed on the main market of the Jamaica Stock Exchange as “RJR”.

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Businessuite Markets

iCreate Acquires Majority Stake in St. Ann Development

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iCreate has acquired a majority stake in a new residential development on the North Coast.

iCreate CEO Tyrone Wilson said the project was part of the firm’s “2-1” Corporate Investment Strategy outlined at its Annual General Meeting in January of this year – which is to deliver US$2 million in revenues and US$1 million in profits at the end of the next financial year. “The Covid-19 pandemic has changed a lot for us, and we see the need to diversify our path to profitability,” he said.

“This project will significantly boost near-term cash flows and profitability while we build our core business and other long-term income streams.”

The land has been purchased, all professionals hired and drawings are in the process of being submitted to the St. Ann Municipal Corporation for expected approval. The project, Mr. Wilson advised, is under ten units, and therefore a NEPA submission will not be needed. It is proposed that three luxury 2-bedroom condos will be located on the ground floor of the building, with two luxury 3-bedroom condos on the upper floor and three studio condos on a separate wing. All apartments will have large balconies with a commanding view of the Caribbean Sea.

The iCreate CEO also added: “our expected development that was announced for New Kingston for our Creative City fell through based on the owner of the property taking another deal based on obligations that were pressing. This has forced us to take a step back and plan a different approach. We are confident in the prospects of this deal and the approach we have taken”.

“We are pleased with how ideas are put into execution and that we are in a position to provide value for our shareholders and we will provide more details on the deal in more convenient instances”, said Tyrone Wilson.

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Businessuite Markets

iCreate Limited Acquires Majority Stake In E-Commerce Company GetPaid Limited.

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The details of the acquisition have not been disclosed, but is touted as a pivotal part of the company’s turnaround strategy. Tyrone Wilson, Founder and Chief Executive Officer commented: “iCreate has an aggressive M&A strategy as part of our Opportunity Ventures Division that was disclosed at our recently held Annual General Meeting (AGM) in January. We see GetPaid Limited as an opportunity to tap into new market potential while staying true to our vision, which is to aid in the development in the digital and creative economy.”

Leighton Campbell, President & CEO of GetPaid added: “We have been working with Tyrone in the capacity of Chairman of our company for the last few years. His understanding and appreciation for the services offered by GetPaid is one that gave us good comfort. We are enabling the expansion of the digital payments and digital communication space and being a part of the iCreate team enables us to achieve this vision at a much faster pace.”

The GetPaid Limited Board consists of Tyrone Wilson as Chairman, former Digicel Group Executive Neil Patrick and Canadian Based Entrepreneur Raam Saranathan. iCreate CEO went on to add that the company is off to a good start. “We are comfortable with the integration as part of iCreate and are very pleased with the outlook and synergies between iCreate and GetPaid Limited based on the work being done with Leighton and his team”.

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Mergers and acquisitions

GraceKennedy Acquires Majority Position In Bluedot

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The GraceKennedy (GK) Group has announced that it has entered into an agreement with entrepreneur and information technologist Larren Peart to make a private equity investment in Bluedot.

Bluedot was founded by Peart in 2016, and is a full-service research and data intelligence consultancy, which uses data collection and analytics to inform business insights and decision making.

Commenting on the latest move by GK, Group CEO Don Wehby explained, “Our private equity investment in Bluedot will lay the foundation for it to become the Caribbean’s leading strategic insights consultancy. Larren will continue as Bluedot’s Managing Director and will be exclusively responsible for day-to-day operations and developing the Company’s strategy. GK will not be directly involved in the management of Bluedot. We have a view to possibly take Bluedot to market in the long term, provided certain criteria are in place.

Larren’s drive and entrepreneurial spirit has impressed us, and we are confident that he and the Bluedot team have what it takes to take the business to the next level.”

With the new injection of capital from GK, Bluedot will continue to leverage its extensive market research and data science expertise to support clients across the region. Bluedot’s mission is to support clients in ‘making better decisions with data’.

“This is an exciting new chapter for Bluedot, and I am proud to be leading our team during this new phase,” said Bluedot’s Managing Director, Larren Peart.

“Data is driving the future of business, and we are looking forward to growing and expanding Bluedot into new markets with the latest in data intelligence technologies. We have always prided ourselves on bringing a unique service offering to the regional marketing industry, and this latest vote of confidence from GK will only improve our capabilities to serve our clients even better,” he continued.

As the brainchild behind Bluedot’s data intelligence methodologies, Peart’s experience in research techniques, consumer behaviour, and data analysis, has made him an effective leader of the Company’s team of researchers and data scientists. Well-known for his innovative and disruptive thinking, for over a decade, Peart has led the execution of research assignments for several major regional and international brands. More recently he has also lent his technical expertise to the Jamaican Government through his participation in the New Economy Taskforce, to help steer the country’s technological recovery from the pandemic.

“Data is one of the most valuable resources of our modern digital age. We have all witnessed the way that the COVID-19 pandemic has accelerated digitalization around the world, resulting in businesses becoming increasingly data driven. We consider this space a prime area for investment. Larren and Bluedot are well placed in the market, and they have established a solid track record and reputation for delivering services which meet the needs of the modern business.

The Bluedot team already has such excellent credentials, and we are looking forward to even more great things from them, as their business continues to evolve in Jamaica and across the region,” said Wehby.

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Sagicor Group Jamaica completes purchase of Alliance Financial Services Limited, Cambio and Remittance operations to restart

In a statement on their website the Bank of Jamaica stated “Under the new ownership structure, AFSL has satisfied the Bank’s due diligence requirements.” AFSL is now licensed to offer cambio and remittance services at approved locations. As a result AFSL and its approved sub agents will resume full Cambio and Remittance operations as of Monday April 4th

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Sagicor Group Jamaica (SGJ) today announced that it has completed the purchase of 100% of the shares in Alliance Financial Services Limited (AFSL) having satisfactorily completed all due diligence and regulatory requirements and AFSL is now fully enabled on the international MoneyGram platform.

In a statement on their website the Bank of Jamaica stated “Under the new ownership structure, AFSL has satisfied the Bank’s due diligence requirements.” AFSL is now licensed to offer cambio and remittance services at approved locations. As a result AFSL and its approved sub agents will resume full Cambio and Remittance operations as of Monday April 4th
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Sagicor Group Jamaica President and CEO, Christopher Zacca stated that “This is a significant moment for us at Sagicor as the acquisition of AFSL is aligned to the Group’s overall strategy for growth. We are eagerly anticipating the opportunity this presents for us to move into new business segments and expand our product offerings to our clients.”

Zacca went on to say, “The Sagicor team is excited to work with the experienced and professional team members and sub agents of Alliance Financial Services. We expect to continue the already established tradition of excellent service to the public and position the business for robust growth.”

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EduFocal Limited (LEARN) Acquires Assets Of American K1 Edtech SaaS Company

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EduFocal Limited (LEARN) has acquired the website and assets of https://cleverschoolteacher.com, a Denver based edtech company that provides Monthly curated K-1 resources and Live on-line professional development sessions for K1 Teachers in the United States of America.

The acquisition, which is being financed by the company, will be immediately accretive to earnings.

Gordon Swaby, Chief Executive Officer commented: “Acquisitions and new markets are high on our agenda as a primary driver of top and bottom line growth.”

The acquisition of Clever School Teacher gives us immediate presence in the USA on day one, access to hard currency and to opportunities at the often overlooked early childhood level, both in Jamaica, the region and obviously the USA.”

Marc Gayle, the lead consultant that drove the deal, added: “CST demonstrates the vast surface area of opportunities for EduFocal. Education has many niches, including teachers, not just students. Teachers need resources for lesson planning.” The transaction was structured through a new subsidiary, with Ramsay & Partners Attorneys-at-law advising.

The CEO went on to add: “We are looking forward to growing an already very profitable company even more in the short term which will benefit our shareholders and a fast-growing number of international users”.

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