Arthur Lok Jack, chairman of Neal and Massy, had announced in August that the merger with BS&T was terminated by mutual agreement but that Neal and Massy was still going after the Barbados company by way of a takeover bid against rival ANSA McAL. - file
In what seems to be classic outmanoeuvring of its rival, conglomerate Neal and Massy yesterday said it was pressing ahead with its takeover of Barbados Shipping and Trading Limited (BS&T), a day after announcing that it was ready to sell its stake in the company to AMCL Holdings Limited.
The announcement Monday by Neal and Massy chairman Arthur Lok Jack was read by the market to mean the Trinidad conglomerate was ready to throw in the towel, especially given his comment that the company could not match AMCL's third revised US$10 per share bid.
As the story hit the Trinidad papers, AMCL announced early Tuesday - six days ahead of the close of its offer - that it would be pulling its bid effective 9:00 a.m., claiming that BS&T had launched its own bid for an unnamed Caribbean entity, making its financial position uncertain.
"The offerer has no details of the financial exposure related to that bid and is unable to confirm the extent of the financial obligations intended to be assumed by BS&T if successful in its acquisition bid," said AMCL.
But the disinterest by share-holders might also have factored in the decision.
Up to the weekend, AMCL had garnered just under 2.45 million or 6.5 per cent of BS&T's 37.7 million of issued shares, significantly short of the 50.1 per cent it would need to take control of the company.
Attractive offer
Now Neal and Massy, which was to have merged with BS&T before its plans were scuttled by a more attractive offer from AMCL Holdings - the vehicle created by ANSA McAL group to effect the takeover of BS&T's shares - says it will announce a revised bid on Thursday, the date its B$8.50 per share offer was due to close.
"In the meantime, BS&T shareholders are advised to await the revised offer before tendering their BS&T shares to Neal and Massy's designated broker," said a statement from Neal and Massy.
The company already owns 28 per cent of BS&T.
In a separate statement - issued to the press at midafternoon but effective at 10:00 a.m - under the signature of chairman, Sir Allan Fields, and managing director, G. Anthony King, BS&T also denied that Neal and Massy had withdrawn its takeover bid of BS&T, saying the media report had created a wrong impression.
"This serves to advise shareholders that while Neal and Massy on October 15 did announce its intention to tender its shares in BS&T to AMCL Holdings Ltd, no notice of withdrawal of its takeover bid for all of the issued and outstanding shares of BS&T was issued," said the Barbados conglomerate's directors.
"Neal and Massy may, however, elect to vary its offer, under the terms of the takeover bid regulations, prior to this expiry time and date."
Neal and Massy's last offer was a combination of cash at B$8.50 per share, or a combination of 2.75 BS&T shares for one Neal and Massy share plus Bds$1.80 for every BS&T share. The original offer was for B$7.20.
The men also advised that they were seeking legal advice on ANSA's withdrawal, ostensibly regarding imposition of financial penalties for the bid withdrawal, even though an exit clause was built into the AMCL bid document.
The BS&T board had, early in the rivalry and shortly after the AMCL unsolicited bid, made it clear that its preferred partner was Neal and Massy.
Gerry Brooks, group chief operating officer for ANSA McAL said Tuesday that said despite increasing its price offer above Neal and Massy's, the Fielding-led BS&T consistently turned it down, while recommending the competitors' offer to shareholders.
The ANSA McAL offer was contingent on obtaining a majority interest in BS&T of 50.1 per cent.
"Our initial offer provided an approximate 32 per cent premium on the Neal and Massy offer. Our revised offers also represented a significant premium on existing Neal and Massy offers. Indeed, our final offer represented a BDS$1.50 premium on the Neal and Massy offer on a per share basis. However, the BS&T Board, in its most recent circular, dismissed the obviously superior ANSA McAL Limited offer and recommended the Neal and Massy offer," Brooks told Wednesday Business.
"In those circumstances, we felt it imprudent to continue."
The ANSA McAL COO said at no time did BS&T attempt to engage them in "mature dialogue", or to discuss the possible synergies that could flow from the acquisition.
"They, the BS&T Board - rejected the offer and they were uncooperative in their behaviour," he said. "The BS&T Board were clearly biased in favour of Neal and Massy."
He further charged that the BS&T board completely misunderstood its role and responsibility to all of the shareholders.
Brooks did not disclose the name of the entity that ANSA said BS&T was attempting to acquire.
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