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Cover Story : The Battle for Control of Salada Foods

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A deal that left more questions than answers

What did Donovan Lewis, Chairman of Three Bears see in Salada Foods that nobody else saw? How about a pre-tax profit of JA$482,906,847.38

The latter part of 2008 saw Christopher Berry, Chairman of Mayberry Investments and Donovan Lewis, Chairman of Three Bears in a one sided battle for control of Salada Foods. What did they see and know that other players in the market didn’t?

On the 15th July 2008, the announcement on the Jamaica Stock Exchange (JSE) website was that “Salada Proposed A Stock Split”. Salada Foods Jamaica Ltd advised that at a meeting of the company’s Board of Directors to be held on July 22, 2008, the directors would be considering a split of the company’s share.

On the 25th of July in 2008, the following was posted on the JSE website “Stock Split-Salada Foods.”

“The Board of Directors of Salada Foods Limited has advised that the Directors have decided on the following matters at its meeting held on July 22, 2008:
a. To increase the number of authorized shares in the company from ten million four hundred thousand to five hundred million ordinary shares of no par value by the creation of four hundred and eighty nine million six hundred thousand new shares of no par value.
b. From the new shares created the company will issue nine new ordinary shares for every one ordinary share currently held by each member of the company.
c. To call an Extraordinary General meeting of the shareholders’ to be held on August 28, 2008, at 3 p.m., at the Hilton Kingston Hotel to put forward the above stated Ordinary resolutions and
d. To put forward at the meeting Special resolution for the adoption of Articles of Incorporation of the company and cancel the existing Articles and Memorandum in substitution therefore. “
There was no indication from this report what the intention of this move might be; was it to increase the company’s share capital to fund projected growth and expansion, or was it designed to raise funds to pay down expensive debt?.

At the time, the company’s stock was trading between JA$130 and JA$135 per unit having started the year at JA$44 and would go as high as JA$150 before the end of the year on very low trading volumes (see table below). It could therefore be assumed that the stock split was designed to allow the shares to trade in smaller denominations thus attracting more investors. But was this the real value of the stock? Or was this the result of rampant speculation driving the price up?

SALADA MONTHLY
TRADING VOLUMES 2008

Jan 1,899,214
Feb 90,822
Mar 67,615
Apr 14,014
May 29,386
Jun 850
Jul 3,620
Aug 1,149
Sept 1,235
Oct 1,175
Nov 30,150
Dec 94,500

Did the volume of stock trades warrant this kind of move in the stock price? One could hardly take these low levels of trades as a serious bid to wrestle and secure control. Still, more unanswered questions.

What did Salada have to offer?

For the financial period ending September 30th 2008, Salada posted revenues of $393.8M an increase of $51.1M or 14.9% over 2007. Profit before tax was $114.0M compared to $102.6 for the corresponding period in 2007. Net profit attributable to shareholders was $75.3M compared to $68.2M. Earnings per share (EPS) was $7.25 compared to $6.56.

“I can’t think of anything special or specific at the time that would warrant a stock price war and battle for control of Salada foods, other than a good brand name and reasonable good export growth prospects I don’t see much else”, according to one financial analyst when asked the question. That also seemed to be the perspective of a number of other industry watchers. So what really was it? What did Chris Berry and Donovan Lewis, the two players battling for control, see and know that other players in the market didn’t know and could not see? Was this much ado about nothing or was there really something there? Could it be that there was collusion to drive the stock price up?

One senior business executive suggested that Mayberry’s attempt to secure control by offering $32.50 per share for 51 per cent of the coffee company’s near 10.4 million issued shares was not realistic, as Donovan Lewis controlled just over 60 per cent of Salada, and was not likely to sell to Mayberry to give them the desired control.

So, when Mayberry announced a hostile bid for Salada Foods, at $32.50 per share for 51 per cent of the coffee company’s near 10.4 million issued ordinary shares, investors started to take notice. The offer opened on August 30th and closed September 28th last year. At the time, there were 10,388,320 Salada shares outstanding, which would put Mayberry’s cash offer at approximately J$172.2 million.

The Mayberry bid rivalled that of the August 17th 2008 Donovan Lewis-controlled Three Bears’ offer of $25.82 per share for the remaining 39.77 percent of ordinary stock units in Salada. Mayberry said its cash offer had long-term benefits for the company, including profitability growth potential.

There was, as would be expected, varying views by analysts on the offers. According to one published view, “The move to acquire a 51 per cent shareholding in Salada might be an attempt by Mayberry to prevent Three Bears from increasing its shareholding in Salada by as much as 80 per cent and subsequently delisting the company”. However published statements attributed to Donovan Lewis confirmed that he had no intentions of delisting the company, and was only responding to take-over rules triggered by his current holdings. Others felt it could diversify Mayberry’s business and boost Salada’s share price.

Three Bears, which is based in the British Virgin Islands, surpassed the 50 per cent threshold to trigger a mandatory take-over bid when Lewis or companies controlled by him acquired Three Bears from the Caribbean Investment Fund (CIF) at the end of 2006.

The deal gave Three Bears 2,052,000 ordinary stock units in Salada. Lewis, through Three Bears, subsequently purchased a further 2,018,981, ordinary Salada stock units from the CIF. The combined acquisitions gave Three Bears 60.23 per cent ownership of Salada.

Chief Executive Officer of Mayberry, Gary Peart, in published media reports last year was quoted as saying that “his (Mayberry) firm was prepared to offer more than Three Bears as it believes the acquisition of shares in Salada has sound, long-term benefits.”

“We are prepared to offer close to 26 per cent ($6.68) above the Three Bears’ take-over offer because we believe that the acquisition of shares in Salada has sound, long-term benefit. Salada presents the profile and profitability growth potential that we look for in companies to include in our acquisition strategy going forward, though it’s continuing profitability is not a certainty,” Peart also said.

It’s interesting to note that both bids were significantly below Salada’s then market price of $45.

This begged answers to the following questions.

What triggered the stock movement to 45 dollars per share?

Why were the offer prices for the stock below 45, hovering now between JA$26 and JA$32.5 dollars?

What’s the real value of a Salada stock?

And so a bidding war was on for controlling interest in Salada Foods, and as one analyst said, “it could be that Mayberry is banking on the fact that any price below 45 is a good buy and with an expectation that the price may move back up they will be guaranteed a handsome profit on the deal. And with a bidding war now in play with Three Bears, chances are that the prices will begin to move again. So it appears no matter what Mayberry and Three Bears do by virtue of their actions, each may just get the price movement they seek.”


So was the Salada takeover battle an exercise in futility?

“I have over 60 per cent of the shares and I’m not selling. Is he (Chris Berry) really serious?” commented Donovan Lewis, Chairman Three Bears Limited.

The buzz around Salada pushed the stock price to JA$70 per share and in the face of a clear and unequivocal rejection of an offer to buy controlling interest from Donovan Lewis, Chris Berry’s Mayberry Investments was still pushing. The only question to be answered was why?

Given that Donavan Lewis acquired the stock at $25.82 or $161.5m in total value, this represented a whopping $277m gain in less than ten months. Chris Berry did not do too badly either. Mayberry Investments’ 0.3 per cent share holdings made roughly $1.4 million based on the stock price. Investment managers were reported to be saying at the time that the stock price might even climb further to $80.

The Salada Board subsequently announced that Mayberry had served a written notice upon the Company increasing its take-over bid price from J$32.50 per stock unit to J$40.08 per stock unit. The new price valued the Mayberry bid at $212 million. In response, the coffee company called an urgent meeting of its Board of Directors on September 19, 2008 to consider the Mayberry increased offer.

Mayberry’s move was ahead of the Board’s recommendation that shareholders reject the original bid in August of $172 million, or $32.50 per share, to gain fifty-one per cent (51%) of Salada, rivalling the mandatory bid of $25.82 made by controlling shareholder, Donovan Lewis’ Three Bears. The Salada Board said it had undervalued the holdings. At $70 per share, Salada was valued at $727.2 million ($70 times 10,388,330 stock units in issue). At that price, Mayberry’s holding, a negligible 31,250 units or 0.3 per cent of the Company was worth $2.2m; while Three Bears, which owns 60.23 per cent of Salada or 6,256,891 units, was worth $438m.

Not selling

To secure its targeted 51 per cent bid, Mayberry would have to woo Three Bears to sell some of its holdings. Lewis however is reported to have again said that he would not sell neither would he improve his offer, calling the Mayberry offer a futile exercise. “I don’t know what they are trying to do; that doesn’t make sense,” he said. “I have over 60 per cent of the shares and I’m not selling. Is he really serious?”

Mayberry however remained undaunted indicating that it saw value in the stock and that responses to the offer had been fair so far, indicating that the price offer was a result of Mayberry’s re-evaluation of the stock.

Lewis said that even at the new price, Mayberry’s rival offer could not succeed. He said that, “no one at the company had approached him to sell and that the new $40.08 offer was neither worth the time nor the effort.”

However, Peart said Salada is an illiquid stock and that the price could jump significantly either way. He argued that a lot of shareholders had already taken up the offer saying they had been trying to sell their shares for years but could not find buyers.

As 2008 came to a close, Salada stock price reached as high as JA$150 per unit, driven largely by speculations. The Directors of Salada Foods subsequently advised that they would do a stock split and shareholders were to receive a ten to one offer, consistent with the resolutions put forward at the Extraordinary General Meeting.
With the stock price at JA$150 per share, the value of Donovan Lewis’ share holding in the company moved from JA$161,552,925 to JA$644,459,773, a gain of JA$482,906,847. Mayberry’s investments now had a pre-tax profit of JA$2,411,875.
Was this the end game? Your guess is as good as mine.

Additional Sources: Jamaica Gleaner, Jamaica Observer, Jamaica Stock Exchange, Internet sources

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Jamaican Teas Exiting Real Estate Activities As Nonrecurrent Loss On Sale Of Bell Road Factory Impacts Latest Results

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John Mahfood Chief Executive Officer and Director Jamaican Teas Limited has released the following report for  the Second Quarter Results to March 2024

Jamaican Teas Limited is pleased to report growth of $218m in its adjusted profits before tax for the half year to 31 March 2024 from $13.4m a year ago to $231 million this year before deducting a nonrecurrent loss of $92.49 million from the sale of its Bell Road factory in March 2024.

Manufacturing Division | Manufacturing revenues increased 11 percent in the quarter and 8 percent for the half year driven principally by a strong performance in the domestic market where revenues grew by 8 percent in the quarter and 18 percent for the half year. This performance was strongly influenced by the appointment of Wisynco as our new distributer for Jamaica on November 1, 2023. Export sales grew by 5 percent in the quarter and 3 percent for the half year.

Real Estate Division | No real estate sales were booked in the year ago quarter or half year as construction work on our new studios at Belvedere Road, in Kingston was still underway up to March 2023. Construction of this complex finished in Sept 2023 and sales of 7 units have been completed in the year to date.

Retail Division | For this quarter, retail revenues increased 11 per cent. This reflects a continuation of the accelerated revenue growth we have seen in our store in recent months. Our retailing profits increased by approximately 8 percent for the half year.

Investment Division | During this quarter, there was a reversal of the declines in the prices of stocks listed on the Jamaica Stock Exchange. The prices of stocks listed on USA Stock Exchanges continued to increase in the quarter. This resulted in significant unrealised gains in our overseas investments without a repeat of the offsetting investment losses on the local portfolio experienced in the year ago period.

Following from this, QWI Investments Limited (QWI) reported a pre-tax profit of $74 million for the quarter, a $102m reversal from their year ago loss of $28m. This builds on the positive trend seen in the first quarter, and resulted in a $238 million increase in the group’s total investment income for the half year.

REVENUES

JTL’s total revenues for the quarter increased by $134 million or 20 per cent overall from $666 million a year ago to $800 million this quarter. $86m of this increase reflected the absence of real estate revenues in the year ago period, as noted above. The half year revenues reflected a similar trend.
The increases shown in Investment Income mainly reflect the realized and unrealized overseas investment gains of QWI, partially offset by slightly lower dividend income and increased foreign exchange losses compared with the year ago period.

EXPENSES

Cost of sales moved from 78 percent of revenues a year ago to 80 percent this quarter. This apparently adverse trend is a reflection of low margin real estate sales this year versus no real estate sales a year ago. Adjusting for this year’s real estate sales, the gross profits of the manufacturing and retail divisions actually improved from 22.0 per cent to 22.5 percent in the quarter. The year to date gross profits showed a similar improvement.

A loss before deferred tax of $92.49 million was recorded on the sale of the Bell Road factory in March 2024. This is a non-recurrent expense and compares with the net revaluation surplus of $257.25 million recorded in prior financial years on the revaluation of this building between its acquisition and it’s disposal in March 2024. This surplus was forms part of the revaluation reserves in the company’s equity capital.

During the quarter, overhead costs increased slightly. For the year to date, the increase in overhead costs largely reflected increased costs for insurance and professional fees. The increase in interest expense during the quarter resulted from higher interest rates as well as increased short term borrowings by Jamaican Teas.

NET PROFIT

Net profit attributable to Jamaican Teas for the quarter after adjusting for the loss on the sale of the Bell Road factory was $73 million, a sharp increase from the $59 million profit in the same quarter of the previous year. Adjusted net earnings per share was 3.39 cents (2022/23 – earnings of 2.7 cents). The unadjusted net loss attributable to Jamaican Teas for the quarter was $18.99 million or 0.9 cents per share.

For the year to date, net profit attributable to Jamaican Teas after adjusting for the loss on the sale of the Bell Road factory was $114 million, a sharp increase from the $86 million profit in the previous year.

Adjusted earnings per share was 5.3 cents (2022/23 – earnings of 4.0 cents). The unadjusted Net profit attributable to Jamaican Teas for the year to date was $21.67 million or 0.9 cents per share.

FINANCIAL POSITION

The net decrease in fixed assets of $162 million since September 2023 is due mainly to the sale of the Bell Road factory building in March 2024 offset, in part, by the purchase of, and capital improvements and machinery purchases at, the Temple Hall factory.

The company moved its spice and dry pack production from leased premises at Montgomery Avenue to our Temple Hall factory in Feb 2024 and the tea division will be relocated during the third quarter of this financial year reuniting all the manufacturing activities into one facility.

The reduction in Investment properties since September 2023 reflects the sale of one of our buildings at Harbour Street, Kingston during the period. Efforts are continuing to sell the two remaining buildings at Harbour Street along with two other investment properties.

Housing inventories fell by $173 million due to the sale of the first seven units at Belvedere, while other inventories and receivables increased during the half year reflecting the increased scale of operations in our manufacturing activities.

OUTLOOK

In the half year to March 31 2024, the group has:
-purchased a new factory at Temple Hall and sold its Bell Road facility (subject to a short term lease back)
-transferred its manufacturing activities from Jamaican Teas Limited to Caribbean Dreams Foods Ltd, its wholly owned subsidiary
-installed two new co-General Managers at its manufacturing Division
-acquired new spice packing machinery that will facilitate a tripling of Saizon production adding up to $80 million in annual gross profit
-begun the process of exiting its real estate activities

In the next 6 months the group will complete its transfer from Bell Road to Temple Hall and continue the divestment of its real estate holdings. This is expected to make the group more cost efficient, better focused and more profitable. While many of the geopolitical developments taking place around the world are discouraging, the group is optimistic about its future.

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Supreme Ventures Group Reporting EPS of 33.51 cents for Q1 ending March 2024.

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Gary Peart Executive Chairman Supreme Ventures Limited (SVL) Has Released The Following Interim Report To Stockholders For The Three Months Ended March 31, 2024

The Group recognized Gross revenues of $13.08 billion representing an increase of $218.46 million or 2% over Q1 2023. This was driven by Gross ticket sales of $28.69 billion (Q1 2023: 29.01 billion) and a payout ratio of 69.90% (Q1 2023: 70.91%) on our core product line being Lottery.

Direct costs amounted to $10.12 billion which was relatively in line with the prior year comparative period. Total costs include contributions to Government agencies and related bodies of over $2.71 billion. Supreme Ventures Limited continues to be one of the largest contributors to the Government coffers at multiple times our profitability.

The earnings per share is 33.51 cents for the first quarter ending March 31, 2024. The Group has proposed interim dividends to external shareholders of 30.16 cents for the three months ending March 31, 2024.

Total assets increased by $1.28 billion to $22.15 billion.

For the first quarter 2024, the operating segments recorded results of $1.32 billion, an increase of $360 million or 38% in relation to Q1 2023.

The Group experienced double digit growth in net segment results across all operating segments. Our lottery segment, sports betting segment and pin codes segment improved by 13.86%, 22.48% and 17.96% respectively.

Our customers continue to achieve record winnings as we focus on increasing customer engagement across the base. Our continued investment in new games and promotions will result in long-term customer loyalty and positive results in the medium to long term.

The Group generated positive cash flows from operations of $369.53 million to close on March 31st, 2024, with a cash and cash equivalents balance of $2.83 billion (Q1 2023: 3.26 billion).

The Group met all requirements and covenants under the terms of agreement with bondholders and other credit facilities during the quarter.

We continue to put back over 93.00% of our earnings into the Jamaican economy via prizes, fees, taxes, and operational payments.

Today, we can proudly say that since 2004 we have contributed more than $27.5 billion to
the government for good causes.

Innovation remains a key strategic focus for SVL. We introduced the exciting new jackpot feature to the popular Money Time game, giving customers a chance to win a minimum of $100,000 every four minutes. The Money Time Jackpot promotion was officially launched on March 3 with a vibrant campaign starring top dancehall producer Rvssian and new singing sensation Nigy Boy.

Innovation extended to the fast-growing sports betting segment. Our flagship sports betting brand JustBet unveiled a fresh new look, reflecting the company’s commitment to providing customers with an enhanced betting experience. The brand refresh was followed up with the launch of the customer promotion in partnership with Sportsmax offering football fans an opportunity to watch the 2024 UEFA Champions League Finals live at London’s iconic Wembley Stadium.

The Group, through its subsidiary Fintech entered the Remittance and Bill payment space, forging a strategic partnership with Ria Money Transfer to roll out Evolve Money Transfer in February 2024 at various Supreme Ventures Locations.

Our micro-finance subsidiary, Mckayla, has also continued its upward growth trajectory, by increasing its loan book by 19% since December 2023, through the development of ground-breaking loan solutions and targeting the underserved population.

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QWI Investments Performance Characterized By Strong Performance In Overseas Portfolios

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John Jackson Chairman of QWI Investments (QWI) has released the following report for the fiscal year ending September 2023

QWI Investments (QWI) continued the fiscal year ending September 2023 with a favourable second quarter profit before tax of $74.4 million versus a loss before tax of $27.8 million.

The quarter represented a continuation of the Company’s performance in the year ended September 2023, which was characterized by a strong performance in our overseas portfolios, partly offset by a weaker performance in the local stock market. Our overseas portfolio grew 27 percent in the quarter –better than the 22.5 percent growth in the S&P 500 and the 23.9 percent growth in the NASDAQ Composite index in the same period.

Market Backdrop

Market conditions in Jamaica, during the quarter, improved slightly, resulting in unrealised gains in the local portfolio.
The USA markets showed a strong increase in share prices as investors priced for continued
declines in interest rates in 2024.

QWI’s Jamaican investments, which represent 67 percent of the Company’s portfolio, produced $6.5 million of unrealised gains and realised losses of $6.2 million in the quarter — the latter as we rotated some of the stocks in the portfolio and reduced the Company’s bank overdraft.

In contrast, our overseas portfolio produced almost $156 million of unrealised gains.
The Net Asset Value (NAV) of the Company’s shares increased 3.2 percent from $1.25 in December 2023 to $1.29 at the end of March 2024.

This relative outperformance against the Jamaican indices reflects QWI’s exposure to the USA market, which saw significant gains in the quarter.

Unrealised exchange losses totalled $10.8 million versus $2.1 million a year ago.

Administration costs rose to almost $24.7 million compared to $24.2 million in the prior year

Statement of Financial Position

QWI ended the period with equity capital of $1.756 billion, up from $1.685 billion at end September 2023.
At the end of the period, the Company held US$4.4 million in equities listed in the USA and Trinidad and Tobago. The portfolio includes positions in several leading information technology companies, defense contractors and companies involved in housing and construction.

Investments in local and overseas stocks amounted to $2 billion with 67 percent represented by Jamaican listed stocks and the majority of the balance invested in the USA market.

Total borrowings at the end of March 2024 were little changed at $271 million.

Outlook

The Company’s Investment Committee actively monitors the investment portfolio and the markets in which we operate.
In the Jamaican market, Company earnings continue to be mixed while local interest rates, in particular the 30-day Bank of Jamaica CD, continue to rise, suggesting that sluggishness will persist in the short term.

In the USA, the outlook for significant interest rate cuts is receding, but this adverse trend has been offset by strong earnings growth for some companies and buoyancy in many economic indicators. Like the Jamaican market, this suggests that future opportunities will continue to be selective.

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Prestige Holdings Enjoyed A Strong Performance For First Quarter Of Fiscal 2024.

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Christian E. Mouttet Chairman for Prestige Holdings has released the following Consolidated Unaudited Results for the Three Months Ended 29 February 2024

I am pleased to report that Prestige Holdings enjoyed a strong performance for the First Quarter of fiscal 2024. Group sales increased by 10% to $341 million from $309 million in the prior year, which resulted in a Profit Before Tax of $15.3 million compared to a profit of $11.6 million for the same period in 2023, a 32% increase. Profit After Tax, attributable to shareholders, increased by 25% from $7.8 million to $9.8 million. Cash flow from operations was $26.9 million and we ended the quarter with $100 million in cash having reduced total borrowings by $5.8 million. During the period we remodelled 2 restaurants and ended the period with 134 restaurants.

All brands posted solid performances during the quarter, with our Subway and Pizza Hut results driven by improved operations, efficiencies and strong demand for our innovative menu items and value offerings. Top line sales were impacted by the opening of five new Starbucks restaurants at Brentwood, Aranguez, O’Meara, St. Augustine and Amazonia Mall, Guyana, when compared to the First Quarter of 2023.

I am extremely pleased to report that KFC recently achieved a significant milestone of serving 150,000 Harvest Meals. The Harvest Meal Programme, which has been active for two years, is designed to provide unsold KFC food to participating NGOs in Trinidad and Tobago. This unsold food is carefully packaged and transported, following accepted global food safety protocols, and is then repurposed into delicious meals and served to the less fortunate. We are very happy to have the opportunity to positively impact the communities in which we operate by partnering with NGOs to provide meals to those in need.

As mentioned in my previous report, significant investment is planned in this financial year for new store development, including Guyana, as well as the remodelling of existing assets in Trinidad and Tobago. We expect these developments, as well as our continued brand initiatives, to continue to deliver positive results.
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GraceKennedy’s Strategic Spur Tree Spices Acquisition: Positioning For Growth

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GraceKennedy Limited’s recent acquisition of an increased stake in Spur Tree Spices (Jamaica) Limited has positioned it as the second-largest shareholder in the company. With an estimated 338,410,375 shares now under its belt, based on Spur Tree’s issued share count of 1,676,959,244 ordinary shares, GraceKennedy solidifies its influence in Jamaica’s culinary landscape.

Continued Expansion through M&A

This transaction marks the latest in GraceKennedy’s series of mergers and acquisitions (M&A) activities, reflecting the company’s aggressive growth strategy. Following its acquisitions of Scotia Insurance Caribbean Limited and Unibev Limited in 2023, as well as doubling its interest in Catherine’s Peak Bottling Company Limited to 70% in February 2023, GraceKennedy demonstrates its commitment to diversification and market expansion.

Spur Tree’s Strategic Evolution

Meanwhile, Spur Tree Spices is undergoing a strategic transformation, expanding beyond spices and seasonings to become a full-fledged food brand. With plans to launch more than two dozen new products on May 1 and a brand refresh to reflect its new focus, Spur Tree is poised for a significant market repositioning.

Diversification and Innovation

In the upcoming quarter, Spur Tree Spices is set to unveil an array of innovative products, including their much-anticipated line of dried spices. This strategic move represents the company’s foray into new categories and a substantial expansion of its product offerings. By diversifying its portfolio, Spur Tree aims to capture a broader consumer base and solidify its position as a leading player in the culinary industry.

Implications of the Acquisition

GraceKennedy’s increased stake in Spur Tree Spices not only strengthens its position in the spice market but also opens doors for collaboration and synergies between the two entities. As GraceKennedy continues to expand its presence through strategic acquisitions, it can leverage Spur Tree’s innovative product line-up to bolster its offerings and tap into new market segments.

GraceKennedy Limited’s acquisition of a significant stake in Spur Tree Spices marks a strategic milestone for both companies. With GraceKennedy’s growing influence and Spur Tree’s strategic evolution, the stage is set for a dynamic partnership that promises innovation, growth, and market leadership. As they navigate the evolving landscape of Jamaica’s culinary industry, GraceKennedy and Spur Tree Spices are poised to redefine the future of food, one spice at a time.

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