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Mergers and acquisitions

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”.

Businessuite Markets

Mergers and Acquisitions Driving iCreates’ Improved Performance With YTD Profit of $16.5 million up 271.8%

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Tyrone Wilson President & CEO of iCreate Limited has released the following results for the period ending June 30, 2022.

The Directors are pleased to report that the company have remained keenly focused on the key initiatives implemented at the beginning of the financial year. Among the initiatives were the expansion of our generic revenue base; growth through Mergers and Acquisitions (M&A) and judicious management of our operating expenses. These initiatives drove the results of profit being $6.4 million for the quarter, an increase of 154.8% against the $2.5 million generated in Q2, 2021.

The six-month YTD Profit was $16.5 million, an increase of 271.8% up on the $4.4 million for 2021. All divisions performed well.

Revenue was $34.5 million for the quarter, a 123.4% increase over Q2 2021, and $80.9 million for the six-month period, 239.1% above last year. This strong performance was positively impacted by a mix of new business clients as well as existing opportunities from our pipeline which were closed in Q2.

The strong profit results led to Equity reaching $26.1 million, up from $9.6 million at December 31, 2021. Total Assets were $128.9 million up from $75.6 million at December 31, 2021. Assets include $38.6 million, which is also carried in liabilities, relating to funds set aside for the investment in Visual Vibe Limited.

There has been a noticeable increase in the demand for digital creative and design training especially among large institutions and iCreate Institute is well positioned to meet this demand at the same time we continue to aggressively push business growth across our other divisions including digital marketing and advertising. iCreate Limited intends to expand its market share in these segments and be the
leading digital training and marketing entity on the island.

Management is also actively working on a number of M&A and other Joint Venture collaborations. We therefore expect continued strong revenue growth while closely managing our cost efficiencies.

More Information CLICK HERE

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Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 4 The Business Opportunity – Medical Tourism Expansion

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JAMPRO, the Jamaican Government’s investment agency, is seeking international collaborations in order to improve medical infrastructure and services in the island with the aim of climbing in the rankings for medical tourism.

Medical tourism is the industry which seeks to encourage people who reside in other countries to come to the island both for excellent medical care in a range of specialties, as well as sun, sea, sand and the warmth of the people of the island.

A PWC report forecast that the medical tourism market would value US$125 billion by 2021 while the wellness market could reach US$808 billion. Internationally, Thailand and India are renowned medical tourism destinations, with millions travelling annually for affordable medical care.

Three known participants in the Jamaican medical tourism industry are the Heart Institute of the Caribbean (HIC), Prosurgicare Services Limited and the Carnegie Hand Institute.

Heart Institute of the Caribbean is described as the first and only premier cardiovascular hospital in Jamaica and the Caribbean at large, which also offers telemetry service with various branches across Jamaica.

HIC is a full diagnostic centre and medical clinic which aims to provide fast, effective, and affordable treatment for all cardiac and cardiac-related illnesses that need urgent treatment by certified specialists. It has an 11-bed intensive care unit. HIC has practice partners across the Caribbean.

Prosurgicare Services Ltd, which is located in Kingston, is a plastic and aesthetic surgery practice headed by Dr Jan Hoctritt. Dr Hochtritt is a German board-certified double specialist with over 20 years of experience. As a general and plastic surgeon, he specialises in aesthetic surgery, breast reconstruction including modern microsurgical techniques, as well as hand and wrist surgery. His skills have assisted a broad range of patients — from cancer survivors and deformed persons to aesthetic patients seeking to augment their beauty.

The Carnegie Hand Institute located in Kingston is headed by Dr Cecil Aird and provides specialised services in the diagnosis, surgical treatment and rehabilitation of the hand and wrist.

JAMPRO notes that there are also investors in the area of medical training for the industry.

 

In international medical tourism rankings Jamaica is highly rated for the beauty of the island, but scores low overall on medical infrastructure.

The Medical Tourism Index 2020-2021, which provides a comprehensive analysis of the medical travel industry, ranks American perceptions of 46 international health-care destinations, providing insight into how consumers view 41 criteria across three primary dimensions including destination attractiveness, safety, and quality of care.

For the destination criterion, Jamaica ranks 33rd out of the 46 destinations. For the medical tourism industry, it ranks 25. For quality of facilities and services it ranks 44 out of 46 destinations.

Carol Straw, manager of tourism & services at JAMPRO, informed that policy is being developed around which industry expansion can occur.

She stated, “Jamaica, with its established infrastructure for tourism and its highly qualified medical personnel, is well-placed to take advantage of the opportunities afforded by medical tourism. To enable the destination to improve its rankings internationally, there are several actions that are happening or will be taking place,” including liaising with international experts.

Straw said that, with regards to developing the ecosystem for medical tourism to thrive, “we will continue our efforts to identify more local and international players in the medical tourism field who can help the country to grow its own infrastructure. A medical tourism policy has also been drafted for discussion by the Government; this will contribute to creating the necessary framework for medical tourism to grow in Jamaica”.

At the same time, she outlined that the island will see accreditation from new bodies. She said, “While the facilities that are in Jamaica are good, it is important to secure international accreditation to gain the confidence of the medical tourist. The popular accreditation is offered by the Joint Commission International, however, there are other accreditation options available.”

One such option is Temos International, a European accreditation body that provides a more cost-effective option than the Joint Commission International (JCI) accreditation.

Straw said, “This agency has facilitated several sessions (webinars and face to face sessions) with the Jamaican medical community to formally introduce accreditation via this body. Through our work with Temos, we have focused on continuous quality improvement (CQI) in providing high-quality, safe, and competent care for patients, with the best available standards and the best-expected outcomes.

The JAMPRO executive expressed a concern about financing for industry development. She told the Business Observer, “A large part of developing the industry is in the financing. This will enable our doctors to take advantage of the accreditation processes and the opportunities that present themselves in the sector, and develop support personnel such as specialised nurses who help with the delivery of health care. JAMPRO is actively seeking donors who are willing to establish partnerships with local investors.”

At the same time, Straw stated that it is also critical to facilitate investment in health-care workers. Specialist doctors need the support of nurses, laboratory workers and other specialist staff in the build out of their operations.

She concluded that JAMPRO continues to work with local investors who are operating pre-med schools or who are in the process of formalising and building out their operations.

Source: https://www.miic.gov.jm/content/jampro-seeks-partnerships-medical-tourism-expansion

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Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 3 The Project and Properties

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According to the press releases plans are in progress to transform the Knutsford Court Hotel property into a model business and lifestyle village that will build healthy living, productivity, and environmental sustainability into its operations.

Dr Walcott stated that Novamed believes that investing in healthcare extends beyond buying hospitals and clinics. It extends into creating productive spaces in everyday life that facilitate healthy and sustainable undertones to our professional and personal activities.

Medical Associates Hospital and Medical Center (MAH)

MAH was established in 1959 by Dr. J.T Burrowes whose vision was to create the finest private healthcare facility in Jamaica, offering a wide range of medical services of the highest quality to its patients, with care, compassion, and kindness.

Throughout the years Medical Associates Hospital has gained a reputation for excellent nursing care, experienced and highly-trained consultants, physicians and surgeons, and forging new pathways in medicine.

MAH is a First-Class healthcare facility that is proud to have forged long-standing relationships and alliances with over 60 companies and corporations in Jamaica, including embassies and consulates, international shipping lines, security companies, manufacturing plants, and telecommunications companies, to name a few.

Our excellent relationships with our highly trained medical team and our family of patients, coupled with our unwavering commitment to quality healthcare services and advancements in medical technology has significantly contributed in helping the hospital build a positive, progressive and unquestionable reputation in the healthcare sector.

MAH has three entrances; one on Ruthven Road, one on Chelsea Avenue and its main entrance, on Half Way Tree Road, and is open 24 hours a day, 7 days a week.

The Knutsford Court Hotel

Businessman Kevin Hendrickson brought his talent and experience to The Knutsford Court Hotel, his second hotel acquisition in Kingston (The Courtleigh Hotel & Suites being the first). Located in the Half Way Tree area of the city, The Knutsford Court Hotel is unique in its ability to suit every type of traveller and budget, with accommodation and amenities for corporate visitors, groups, couples and families.

Modernization is at the heart of the hotel, with state-of-the-art point of sales systems, fire prevention and sprinkler systems throughout, an intricate surveillance camera system and electronic key lock for bedrooms as well as complimentary high-speed Wi-Fi access.

Hotel Four Seasons?

It was recently reported that First Rock bought one of several hotels which are near the Medical Associates Hospital. It is understood that this hotel will be added to the MAH portfolio, causing a possible conflict of interest on Dr Banbury’s behalf, hence his resignation.

Hotel Four Seasons, a long-standing part of Kingston’s hospitality landscape, and sits just across the road from both Medical Associates Hospital & Knutsford Court Hotel was placed on the market for sale by its owners, who are seeking US$16 million, or about $2.5 billion in Jamaican currency, for the property located on Ruthven Road. There has been no further public announcement on this pending sale.

Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 4 The Business Opportunity – Medical Tourism Expansion

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Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 2 The Players

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Novamed is led by Founder Dr David Walcott along with Kirk-Anthony Hamilton who heads Tech Beach Retreat & Roots Financial Group founder, Kevin Donaldson.

Dr-David-Walcott-Founder-Managing-Partner-NovaMed

Kirk-Anthony Hamilton who heads Tech Beach Retreat

Roots Financial Group founder, Kevin Donaldson.

Novamed is focused on bringing innovative solutions to emerging markets in the Caribbean and Latin America through investing in healthcare-specific assets including real estate, operating companies, and medical technology.

Novamed’s portfolio of companies includes First Step, a medical education business and CareerMD, a professional consultancy for medical practitioners.
Novamed has also invested in the 30-year-old Windward Medical Centre, whose services it has digitised since its 2018 acquisition, through the implementation of an electronic medical record (EMR) software with artificial-intelligence-driven decision-making capabilities to optimise health care decisions around patients.

First Rock Real Estate Investments Limited formally FirstRock Capital Holdings Limited is led by Chairman Norman Reid, Co-founder and Director Dr. Michael Banbury and FirstRock Group of Companies co-founder Ryan Reid.

Ryan Reid

FirstRock Capital Holdings Limited Chairman Norman Reid

FirstRock Capital Holdings Limited Co-founder and Director Dr. Michael BanburyDr Michael Banbury, a popular medical practitioner, resigned earlier this year as the chief executive officer of the privately-owned Medical Associates Hospital (MAH). It is understood that Dr Banbury stepped down after being the hospital CEO for more than eight years, which puts him in a very good position to assess the value of the transaction.

First Rock Real Estate Investments Limited is committed to its vision to capitalize on investment opportunities, which will enable them to constantly increase shareholder value and deliver above average returns.

First Rock Real Estate Investments Limited currently has US$75 million in assets to date, which means that they are more than halfway to asset target of US$100M in the first five years.

Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 3 The Project and Properties

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Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 1 Acquisition and Funding

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Two recent acquisitions have caught our attention. Separately they did not seem to be related, but on further investigation we realised that there was a very strategy relationship.

The Acquisitions

hotel courtyard from sky

The first was hotelier Kevin Hendrickson announcement of the sale of the Knutsford Court Hotel to local healthcare company Novamed.
The Knutsford Court Hotel property is been acquired by Novamed Inc. through a specially created vehicle, Novamed Properties and arranged by Roots Financial. The acquisition valued at over US$40 million, is expected to close in the coming months.

The second announcement was that of First Rock Real Estate Investments Limited advising that it is a part of a consortium seeking to acquire Medical Associates Hospital;

Both properties on which Medical Associates Hospital & Knutsford Court Hotel are located and operating are next to each other.
It was this statement in the press release that made the connection for us…”Novamed intends to secure shares in a major hospital to complement the hotel purchase.”  We are now convinced that the Novamed is part of the consortium seeking to acquire the Medical Associates Hospital to complete the project.

Funding

Properly packaged this State-Of-The-Art Health District including a Model Business And Lifestyle Village That Will Build Healthy Living, Productivity, And Environmental Sustainability is an extremely attractive IPO target on the international market.
In part 3 of this article we note that a PWC report forecasted that the Medical Tourism Market should value US$125 billion by 2021 while the wellness market could reach US$808 billion. Internationally, Thailand and India are renowned medical tourism destinations, with millions travelling annually for affordable medical care.
We also note that the Jamaican Government’s investment agency JAMPRO, is seeking international collaborations in order to improve medical infrastructure and services in the island with the aim of climbing in the rankings for medical tourism.

Medical Associates Hospital & Knutsford Court Hotel To Be Transformed Into A State-Of-The-Art Health District – Part 2 The Players

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