Regulatory delay: Agostini’s acquisition of Massy Distribution Jamaica and Prestige Holdings is on hold, pending ongoing competition reviews by the Fair Trading Commissions in both Jamaica and Trinidad & Tobago.

Competition concerns: The Jamaican FTC’s in-depth pha se two review was triggered by significant market overlaps between Agostini’s existing subsidiary, Aventa Jamaica, and Massy Distribution, particularly in distributing key pharmaceutical products.

Deal timelines extended: The Prestige Holdings takeover has been extended for a third time, to October 21st, allowing for regulatory approvals and greater shareholder participation, delaying a special dividend for PHL shareholders.

The acquisition of Massy Distribution (Jamaica) Limited and Prestige Holdings Limited (PHL) by Agostini Limited (AGL) has been delayed due to the ongoing review by the Fair Trading Commissions (FTCs) in Jamaica and Trinidad & Tobago.

Agostini has been acquiring a range of businesses in the pharmaceutical and consumer products distribution segments over the last five years. However, its latest acquisitions are currently on pause due to the regulatory review required by the FTC in two Caribbean markets.

“Our previously mentioned acquisition of Massy Distribution (Jamaica) Limited is still in progress, as it remains subject to regulatory approval. We are engaging closely with the Fair Trading Commission in Jamaica and are working towards a mutually satisfactory conclusion,” stated Agostini’s third quarter (April to June) report.

Acado Limited (formerly Caribbean Distribution Partners Limited), a 50/50 joint venture between Agostini and Goddard Enterprises Limited, formally announced the acquisition of Massy Holdings Limited’s Jamaican distribution business in February 2025. It requested the non-objection of the Jamaican FTC to close that transaction.

During the FTC’s phase one review of the transaction, it observed significant market overlap between Aventa Jamaica Limited (formerly Health Brands Limited) and Massy Distribution (Jamaica). Some of the overlaps concerned products such as treatments for gastrointestinal, respiratory, cardiovascular, and diabetic conditions. The Jamaican FTC indicated that its phase two review was set to be completed by June 2025.

Agostini acquired Aventa Jamaica in August 2023 for TT$156.42-million ($3.56-billion). This health-care distributor sells and delivers pharmaceutical products to 650 pharmacies across Jamaica with a staff complement of 52 staff members. The top five brands sold by Aventa Jamaica include Carlisle Labs, Health 2000 Canada Ltd, Asofarma, Organon and MSD.

Massy Distribution (Jamaica) is a distributor of consumer products like Mead Johnson, ConAgra Foods, Quaker, Ekaterra Lipton and Dole while it distributes pharmaceutical products for Sanofi, Denk Pharma, Servier, 3M, Novo Nordisk and Reckitt Benckiser. However, Agostini’s takeover bid circular indicated that Cari-Med Group Limited and Facey Pharmaceuticals are the two largest pharmaceutical distributors in Jamaica.

With respect to the PHL acquisition, this deal has been extended for a third time to October 21. The updated notice indicates that this extension request was meant to give more time to PHL shareholders to participate in the takeover bid and await all required regulatory approvals, including the merger application made to the Trinidad FTC. The deal had previous closing dates of July 21, August 5, and September 9.

PHL is a Trinidadian restaurant management company that manages franchises such as KFC, Subway, Pizza Hut, Starbucks and TGI Fridays. PHL operated 136 restaurants as of May 31 with three restaurants outside Trinidad. PHL is set to open its second TGI Fridays location in Portmore, Jamaica by November.

AGL is seeking to acquire all 62,513,002 ordinary shares of PHL by issuing new AGL ordinary shares to PHL shareholders. This is being done on the basis of one new AGL share for every 4.8 PHL shares. However, any fractional balances would be paid as cash at a rate of TT$67. Thus, 50 PHL shares would result in 10 new AGL shares while the 0.42 balance would be paid as TT$27.92 in cash. AGL shareholders voted in favour of the transaction at a special meeting on July 9.

According to AGL’s third quarter report dated August 12, the company had received 96.2 per cent acceptance rate for the PHL deal compared to a 96.9 per cent target. The delay in the PHL transaction means that the special dividend of TT$0.50 payable to PHL shareholders will be pushed down to a later date. The payment of this dividend is subject to successful completion of AGL’s takeover bid of PHL.

AGL’s nine months revenue increased eight per cent to TT$4.12 billion which was largely driven by its pharmaceutical and healthcare segment rising 16 per cent to TT$1.60 billion. However, higher operating expenses resulted in operating profit increasing one per cent to TT$386.44 million. Even with higher finance costs and lower taxes, AGL’s consolidated net profit grew three per cent to TT$244.84 million, with TT$180.29 million attributable to shareholders.

PHL’s total assets increased to TT$4.73 billion while its consolidated shareholder’s equity grew six per cent over the nine months to TT$2.47 billion.

AGL’s stock price remains up one per cent in 2025 at TT$67 which translates to a market capitalisation of TT$4.63 billion. However, PHL’s stock price has trended down seven per cent this month to TT$12.09, below the $13.92 price on August 27. This means that the stock now has a market cap of TT$755.78 million.