Takeover process for Caribbean Flavours remains transparent — Derrimon Trading
Chairman and CEO of Derrimon Trading Ltd (DTL) Derrick Cotterell said on Friday that the company has embarked on “a very transparent process” for the acquisition of the remaining shares in Caribbean Flavours and Fragrances Limited (CFF), a takeover process initiated after company founder Anand James sold his remaining shares to the trader in December 2016.
DTL, which was already owner of 49 per cent of shares in the company, now owns 75 per cent and will offer to minority shareholders $4.50 per share for their shares.
On December 23, 2016, DTL indicated via the Jamaica Stock Exchange (JSE) that it had begun a process to acquire an additional 23,379,208 stock units in CFF which amounted to another 26 per cent of the company.
The sum prepaid by Derrimon for the new block was $105.21 million, translating to a price of $4.50 per stock unit.
Cotterell told the Jamaica Observer that DTL hired the firm of attorney-at-law Trevor Patterson to guide the takeover process (initiated by DTL’s ownership of over 50 per cent of shares, as required under industry regulations) with all documents already submitted to the Jamaica Stock Exchange and the Financial Services Commission.
“The directors have no concern. There is no complication. I am following the rules,” he said, noting, however, that DTL’s actions were pro-forma and there was no real interest in either acquiring the remaining shares or delisting Caribbean Flavours and Fragrances.
By the rules of the JSE, if a company acquires more than 80 per cent of shares outstanding in a listed company, the company must be delisted.
Cotterell said as well that he seriously doubted that shareholders would sell, considering that the share is now trading at over $11 per unit on the market.
It is more likely, he said, that the current status would remain. CFF, he said, is pursuing a five-year development plan which will position it as one of the largest providers of flavours and fragrances in the region. The company is also planning to enter the nutraceuticals market.
He said that CFF has since DTL’s entry in 2014 been restructured with outstanding results, with millions invested in training and lab upgrades.
“All the knowledge was locked up in Anand James. What we did was to introduce new personnel with training in food technology and put in new systems,” Cotterell told Sunday Finance.
“Now we have the best of all worlds, as James is still with the company to guide the process,” he added.
He said that he company’s founder, who remains with CFF, has more than 20 years’ experience in the industry.
Cotterell said that Derrimon was not averse to replicating a similar restructuring for other Junior Market companies which might be struggling.
“We are always looking for opportunities, looking to add value,” he stated.