Former Trinidad Cement Ltd exec against price offer to take over company
PORT OF SPAIN, Trinidad (CMC) — A former chief executive officer of the Trinidad Cement Limited (TCL) has accused the Mexican-based cement giant, CEMEX, of engineering a takeover of the local cement manufacturer since 2014.
Last week, CEMEX, announced plans to take over the TCL reviving moves of a takeover more than a decade ago.
CEMEX, through one of its indirect subsidiaries Sierra Trading, said it is seeking to acquire 132,616,942 shares at a price of TT$4.50 (US$0.72) in cash per TCL share.
The proposed offer price represents a 33.13 per cent premium over TCL’s price of TT$3.38 (US$0.54) at the close of trading last weekend.
CEMEX currently owns 39.5 per cent of TCL, which announced at the end of October that its revenue had declined by 12.2 per cent for the first nine months of 2016.
“As former CEO, I wish to comment on CEMEX’s ‘new’ takeover bid for Trinidad Cement Limited. In my view, CEMEX took over TCL since August 2014, formalised effective control in March 2015 and is now mopping up,” Dr Rollin Bertrand said.
In a letter published in the media here, Bertrand, who was removed from his post in August 2014, noted that in 2002, CEMEX “came with a ridiculous offer of US$0.92 cents per share” for TCL, which was rejected.
He said the current board of directors must engage a “reputable investment banking firm to value TCL’s shares and then make a recommendation as to whether to accept or reject CEMEX’s offer.
“Unfortunately, the board cannot rely on management’s assessment of CEMEX’s takeover price as it has placed CEMEX managers in all critical positions,” Bertrand said, adding “conflicts of interest with CEMEX directors will have to be carefully managed.
“However, given their inexplicable decision over the past two years, I seriously question the board’s independence as it relates to its dealings with CEMEX”.
Bertrand said that his concerns also stem from the board’s decision to undertake a rights issue in March 2015 “which had nothing to do with debt restructuring and everything to give CEMEX effective control of TCL”.
Bertrand wrote that TCL had a debt of US$290 million and undertook a rights issue to raise US$50 million of equity capital, “representing only 17 per cent of its debt”.
In his lengthy letter, Bertrand wrote that CEMEX’s offer “is ridiculously low” and he is suggesting a range of TT$9.45 to TT$18.29 per share with an average of TT$13.75”.
