by | July 7, 2007 · 1:53 pm

B.S.&T – Just Remember… It’s A MERGER, Not A Takeover!

barbados-shipping-trading.jpg

Our thanks to I Can Has Cheezburger? blog for the photo.

32 Comments

Filed under Barbados, Business, Politics & Corruption

32 responses to “B.S.&T – Just Remember… It’s A MERGER, Not A Takeover!”

  1. more
    July 7, 2007 at 2:11 pm

    BFP, you all are certainly on the ball today.

    I got some advice from a Trini last night. He says if you have shares in BS&T to sit tight because the value you will get for your shares is going up as we speak. Although the value was there already but the rip-off was not as easy as they had thought it would be.

    BTW is it true that Altman is a Director of BS&T and valued the BS&T buildings?

  2. STOP MOANING. Barbados IS for sale!
    July 7, 2007 at 2:30 pm

    Isn’t it a pity that Bajans can’t somehow ‘translate’ all that national pride
    into an ability to afford themselves?
    Can’t really afford this independence thing,
    but our pride won’t let us swallow the reality…
    – the reality that sooner or later, BAJANS will sell out their own “proud” country to whoever turns up with enough cash to buy the whatever!

    And then moan and cry about the fact that a non-Bajan bought Barbados.
    PUT YOUR BAJAN MONEY(if you have any?) WHERE YOUR MOUTH IS.
    If you don’t like the current sellout trend, DO SOMETHING ABOUT IT.
    Invest in your own country, of which you are so proud.
    DON’T complain because your equally-‘proud’ fellow countrymen sold out bits of the island, piece by piece

    We are a nation of champagne taste and mauby money!
    We’re also a nation of malcontents who..
    somebody promised us a rose garden!

  3. freespeech
    July 8, 2007 at 2:17 pm

    BFP – I am surprised you do not comment on the inexplicable share exchange ratio of 2.75 BS&T shares for 1.00 Neal & Massey share.

    Both groups are worth slightly more than B$1 byn according to the Circular to Shareholders. One would therefore expect the division of shares in the merged company to be roughly equal.

    Why are BS&T shareholders not offered one share in the merged company for ONE BS&T share?

    There is obscure reference to complex mathematic formulae to justify the 2.75 shares for one. This was produced by a Miami firm. The shareholders are entitiled to a FULL EXPLANATION as to why their birthright should be given away over a suspect formula.

    If each company is worth the same the resultant merged group should logically be evenly divided on a 50:50 basis. Then Barbados’ interests would be fairly protected.

  4. God Bless David
    July 8, 2007 at 3:37 pm

    I’m just sorry that I sold the 8,000 shares that I had in BS&T three years ago…

  5. $ & sense
    July 8, 2007 at 4:10 pm

    All BS&T shareholders (except? N&M) should support the Hoyos/Brewer consortium. Stop the acquisitions/mergers, throw out the directors en masse and change the in-bred, traditional, myopic business culture, investing outside Barbados instead of the tiny caribbean markets —- time to grow up.

    Hoyos & Brewer have already raised shareholder value substantially by being prepared to use their own $ to purchase shares at $7.50. They may not have the resourses of either N&M or Ansa/McAl, but without their proposals, N&M would likely steal the company and laugh at the stupid BS&T directors and other Bajans all the way to the bank.

  6. SunBeach,anyone?
    July 8, 2007 at 9:58 pm

    Anyone want to buy my SunBeach shares?

    I holding for now, hoping some rich entitiy takes an interest and offers the 70 cents each I paid for them.
    I won’t take less, and would rather line my coffin with the paperwork
    than sell for less and confirm the loss!

    Michael Wakely and the rest of his Board of slimey Directors
    shall go to hell, go straight to hell,
    do not pass Go
    do NOT collect $200.

    Ripped of YET AGAIN by another smooth-talking Englishman. Bajans never learn.
    We are a nation of suckers,and we fall for it every time! again and again and again

  7. more
    July 9, 2007 at 1:40 am

    $ & sense,
    my take is that whenever you are looking for a change under circumstances such as these you should always check the track record of the people involved. It is always possible to jump from the frying pan into the fire if you are too hasty. This scheme is no different.
    Look more closely and do some googling and some Nation archive searching.

  8. freespeech
    July 9, 2007 at 1:38 pm

    BS&T shareholders have not been given an explanation why, if the merger with Neal & Massey goes ahead on the terms proposed, Neal & Massey shareholders (Trinidadians) will own FOUR TIMES as many shares as the BS&T shareholders.

    With both groups valued at slightly more than B$1byn one would logically expect that after they are merged each group of shareholders would own about half the shares in the merged company.

    With only 20% of the shares (21myn of the 106.4myn) Barbadians will have a minority voice with virtually no say in the election of directors, and Barbados’ interests will not be protected.

    Even if there is some farfetched rationale that Neal & Massey shares are worth more because the group is more profitable, one might expect the share ratio to be 1.5 shares to 1 share. 2.75 BS&T shares for one of the new group makes no sense until fully and transparently explained.

  9. anon
    July 9, 2007 at 1:52 pm

    $&sense

    Do you realise that the local consortium is only bidding for a million shares initially and the perhaps another million. if they were serious they would bid for control of the company. Who is going to sell them these shares in this environment where the final price is not known.

  10. John
    July 9, 2007 at 3:17 pm

    $ & sense
    July 8th, 2007 at 4:10 pm
    All BS&T shareholders (except? N&M) should support the Hoyos/Brewer consortium. Stop the acquisitions/mergers, throw out the directors en masse and change the in-bred, traditional, myopic business culture, investing outside Barbados instead of the tiny caribbean markets —- time to grow up.

    +++++++++++++++++++++++++++++++++

    If the shares are undervalued the directors can “loosen the purse strings” as they did in 1969 and up the value of the shares.

    Neal and Massey cannot lose if this happens. Their percentage shareholding will stay the same, but it will be worth a whole lot more!!

    Maybe this is all the fracas is about!!

  11. freespeech
    July 9, 2007 at 6:50 pm

    As Ansa McCall are pepared to pay $7.00 per share for BS&T shares, and Neal & Massey’s offer of to BS&T shareholders was based on a market share price of $4.50, the ante has been raised.

    On the basis of $7.00 per share, the ratio should be adjusted to 2.00 to 1.00. i.e. BS&T shareholders would get 1 share in the New Group for every 2 shares they presently own.

    However that would still give Neal and Massey twice as many shares as BS&T.

    I disagree, whatever financial experts may say, that the basis for the share swap should be based on the relative SHARE prices.

    My reason for saying this is that Trinidad is a much more aggressive and dynamic share market. That is why the price of N&M shares stood at $14.50 (combined with the ability of N&M to generate greater profits).

    The much more conservative Barbados stock exchange has BS&T trading at only $5.50, largely because the profits are so mean, and trading in the BS&T shares is so uncompetitive.

    It is unrealistic to use two different share exchanges to compare two companies, like comparing apples and oranges.

    If BS&T had been trading on the Trinidad exchange the more dynamic market would have forced the trading price closer to the N&M level of $14.50, and the directors would have been forced to get off their backsides and produce profits to justify such a share price.

    Given that each group is worth B$1Byn, it is the ASSET value of each company that should be used for the share ration, NOT the SHARE price on completely different markets.

  12. Farmer
    July 9, 2007 at 7:28 pm

    I WONDER WHAT EFFECT THE LATEST PRICE OF $7.32 PER SHARE ON THE B’DOS STOCK EXCHANGE WILL DO TO THE OFFERS OF MCAL & M&M. I FOR ONE WOULD NOT BE ACCEPTING EITHER $5.50 OR $7.00 FOR MY BS&T SHARES NOW

  13. Farmer
    July 9, 2007 at 7:29 pm

    I MEANT N&M

  14. anon
    July 9, 2007 at 8:57 pm

    Farmer

    the price of BS&T moved from $5.50 on tuesday evening to $7.32 on friday as a result of a person or persons buying and selling 1,000 shares everyday between wednesday and friday,

    Do you think we should take $7.32 then as a serious market value when such a price seems to be reached by transactions involving 3,000 shares

  15. farmer
    July 9, 2007 at 10:03 pm

    WHY NOT. IF THE TRUE VALUE OF THE SHARES IS $8.00 WHAT IS WRONG WITH THE VALUE ON THE STOCK MARKET?

  16. reality check
    July 10, 2007 at 7:16 am

    don’t discount the ability of accountants, lawyers and yes even Directors being bought in the caribbean when it comes to questionable valuations?

    Asset valuations, earnings per share, and return on investment are some of the issues to be taken into account. With roughly the same asset base, the 2.75-1 share exchange sounds highly suspicious and I think the Barbadian courts should insist on some US and UK independent valuations before two companies this size are allowed to merge.

    The valuators should be truly inpendedent and credible and should be chosen by the minority shareholders.

  17. Rumplestilskin
    July 10, 2007 at 10:31 am

    If the shareholders took the BS&T supermarket pricing approach, they would ask upwards of $15 for the shares, and increase that value every six weeks.

    Supermarkets here are way overpriced and an item that really has no underlying cost change moves upwards by 20% every six or eight weeks, I have seen it repeatedly.

    On top of which, a box of corn flakes is over $10 (if you want Kelloggs).

    So, is the market price saying that a usable food item such as cornflakes, which will last not even a week in an average family even eating other food (or even a single person only eating for breakfast), is worth more than one BS&T share?

    I think there needs to be a comprehensive valuation, not only from the valuation of existing assets including real estate, but including goodwill and future earnings projections based on the distribution and retail marketplace stranglehold that the chain currently has.

    Further, it is fairly obvious that those ‘assets’ which are not performing well, e.g. BS&T Motors, whill either be amalgamated or stripped out after the buyover, thus improving overall net earnings positions and thus value for the buyer.

  18. Rumplestilskin
    July 10, 2007 at 10:39 am

    Scondly, I saw what the paper a day or two ago reported Sir Allan Fields as saying regarding the buyover and that selling lock, stock and barrel ‘WAS NEVER AN OPTION’? He paper alleges that he then went on to say that they have a ‘legally binding agreement’ with N&M that can be presented to the shareholders?

    Firstly, surely the Directors first aim is to give value to the shareholders. Thus, supposing a very high dollar offer, say $15 per share was given, is that ‘not an option’?

    Then, how can an agreement be ‘legally binding’ if it has not yet been presented to the shareholders and voted on thereby?

    Finally, he allegedly indicated that they are going to go ahead with the N&M presentation if they can get the injunction lifted, WITHOUT waiting for the alternative presentations!!!!

    Can that action be in the interests of shreholders, not comparing alternatives and THEN presenting them to the shareholders?????????

    Unfortunately, these comments attributed to him indicate that whatever the benefit or cost to shareholders the Directors are hell-bent on ”merging” with N&M.

    Something smells in the state of Rome!

  19. $ & sense
    July 10, 2007 at 11:07 am

    The prime and over-riding duty of directors are to the shareholders of BS&T or any other company.
    The question is: Have the directors of BS&T done all in their power to ensure that the shareholders will be offered the best deal (maximum value) for their shares? Of course not. The shareholders should immediately back the consortium to fire them at a meeting called for that purpose and install directors with ability and integrity —- if indeed such people exist.

  20. more
    July 10, 2007 at 11:21 am

    $ & sense, never happen in Barbados.

  21. anon
    July 10, 2007 at 3:15 pm

    when BS&T get the injunction lifted, they have to give the shareholders three weeks notice about calling a special meeting again to discuss the merger with N&M. By that time Ansa mcal would have laid their offer on the table. the directors of BS&T would then have to make a good case to the shareholders as to why they should not accept the $7

  22. John
    July 11, 2007 at 1:33 am

    … that mouse in the photo looks like a Field mouse.

  23. God Bless David
    July 11, 2007 at 1:40 am

    Rumplestilskin – did you mean to say that something is rotten (smells) in the state of Denmark, (and not Rome)? Hamlet’s father’s ghost is wandering about?

  24. Rumplestilskin
    July 11, 2007 at 1:55 am

    Ah yes, Denmark..apologies for the misquote. As for ghosts, do you believe in such?

    You never know, there is more than we know out there, our minds can only conceptualise what we know, what we do not is unknown, but exists nevertheless.

  25. God Bless David
    July 11, 2007 at 9:26 am

    With deals like this there is always more than the mortar than the pestle…the BS&T board may genuinely believe that there is more value for the long-term viability of the group as currently configured if N&M is the successful suitor…so even though short-term shareholder value may not seem to be best served by accepting a lower bid, if the perspective of the board is that N&M will have bring more to the table (for Barbados and Barbadian stakeholders in general) then it may make sense to snub higher bids. This type of rationalisation is quite common in large merger & acquistion deals in developed markets. The Ansa deal, even though richer up front, might have a more hostile intent as far as the BS&T board is concerned, so they may think it is better to cling to the white knight represented by N&M.

    But there could just as easily be a “Banquo’s ghost” flitting around trying to escape the rotting skeletons in various backroom closets (sorry about the clumsy mixed metaphor)…we’ll never know for sure.

  26. anon
    July 11, 2007 at 3:28 pm

    Anyone see the BS&T Ceo’s comments in the advocate today. He said that N&M understate the value of their real estate and do not reflect their real estate at market value which BS&T does. If this is the case why did the directors agree to show shareholders in their cirular to shareholders on the merger the effect of adding the two balance sheets togther. Is this not adding apples and oranges. They should have restated the N&M balance sheet showing the revised values and added it to those of BS&T

  27. $ & sense
    July 11, 2007 at 4:30 pm

    God Bless David needs to realize that once N&M, Ansa McCal or any other group gain control of BS&T, they can do what they will with the assets.
    there is no point speculating whether shareholder value will be increased by N&M more than any other offerer.
    I would very much like to know a single occasion where shareholders of any company accepted a lower valued offer than one worth more $.
    Critically, what has been the relative earnings per share performance of the 2 Trinidad companies over say the last 10 years?
    Has not N&M closed down most or all the companies they once operated in B’dos? Geddes Grant, Plantrac and others?What happened to the employees? were they not sent home. Tony King and Alan Fields are great proponents of this strategy, yet BS&T’S earnings per share from operations have shown little or no growth under Fields’ leadership and this is while N&M practically had control with their 20% holding.

  28. God Bless David
    July 11, 2007 at 7:46 pm

    Follow this link for examples of some shareholders who held out for lower bids… http://www.cfo.com/article.cfm/4007495/c_2984297/?f=archives

  29. A/O
    July 11, 2007 at 7:56 pm

    There is a controversial local deal which we are sure to hear more about soon.

  30. $ & sense
    July 11, 2007 at 9:13 pm

    God bless David for the link on when a lower bid might be recommended to shareholders. Interesting, but I think any competing bidders should always offer shareholders the choice of an all cash alternative instead of, or as well as equity in a combined new company.Then shareholders would be faced with a very simple decision —- the so-called Revlon rule— so long as the financing is certain.
    Thanks again for the link.

  31. freespeech
    July 15, 2007 at 3:52 pm

    It seems morally wrong that the directors of BS&T who have underperformed for the last umpteen years should feel entitled to lead their company’s shareholders by the nose to a merger they have secretly concocted over the last nine years behind their shareholders’ backs in the hope this will remedy their past underperformance.

    What is best for BS&T shareholders is not necessarily what is best for Barbados. Call it a merger if you will, but it is still a TAKEOVER.

    It seems inevitable that Bim’s largest conglomerate will in future have its decisions made in a boardroom in Port of Spain whether Neal & Massey are successful, or Ansa McCal.

    Lynette Eastmond will be entitled to block Ansa McCal’s hostile takeover because more than 40% of the distribution of our country’s food will be controlled by one group (with Brydens and Stokes & Bynoe) which is considered monopolistic.

    Neal & Massey may be the lesser evil, but BS&T shareholders are still entitled to a share exchange which reflects the merket price that Ansa McCal is prepared to pay- at least $7.00.

    If we wake up next month and find Barbados has become an economic colony of Trinidad & Tobago won’t we ask ourselves, Why was O$A fiddling while Barbados was put on the auction block?

    A transaction of this magnitude requires leadership from a Prime Minister. Why has he made no judgement? Is he leaving it up to Roy Trotman as usual to tell the country how to react?

  32. Maat
    July 25, 2007 at 2:40 am

    Shares and share holders. Why does anyone care who buys out BS&T? As far as the average consumer is concerned BS&T business’ are some of the most expensive to do business with.
    No mention as to how these merger options will affect the average consumer. Remember us? We’re the jokers that use the supermarkets, hardware stores and other services that BS&T have been choking us with for the last 50 years.
    Talk about liking licks. Why do you think that N&M and the other corporate giants are after a piece of the BS&T pie? It’s because they see Bajans as the mugs of the Caribbean that will buy anything at any price and feel good about doing it.
    Most clear thinking people will brag about their bargain purchases. Many people in Barbados like to brag about how they bought something that was sooo expensive.
    We need companies like BS&T like we need an extra eyeball in our armpit.

    Peace