Latin America’s largest brewery, the Brazilian-based company AMBEV appears to have outmanoeuvred its rival Trinidad and Tobago conglomerate ANSA McAL (AMC) to take majority control of Banks Holding Limited (BHL).
The local drinks manufacturer confirmed the move in a director’s circular issued last Friday and in a formal notice to shareholders this evening.
According to the BHL notice, which bears the signature of the Chairman of the Board of Directors, G. Anthony King, AMBEV’s subsidiary SLU Beverages acquired 6,054, 354 BHL shares at $7.10 per share last week Wednesday on the floor of the Barbados Stock Exchange, effectively increasing its shareholding in BHL to just over 50 per cent.
President and Chief Executive Officer of ANSA McAL (Barbados) Nicholas Mouttet
Against this backdrop, the directors advised shareholders to accept the SLU offer and reject ANSA’s, though the latter was ten cents higher at $7.20.
They took issue with the third offer made by the Trinidadian company because of a new condition, stipulating that unless ANSA acquired 51 per cent or more of the shares, it would withdraw its offer.
“Due to the trades on the floor of the BSE on December 2 and 3, 2015, SLU on settlement will control just over 50 per cent of the outstanding share capital of BHL. This means that the condition introduced by AMC in the AMC Amended Offer No. 3 cannot be satisfied unless SLU decides to sell shares it already owns to AMC.
“We have no information to suggest that this is foreseeable,” the directors warned, adding that “it is now arithmetically impossible for AMC and its affiliates [ANSA McAL] to acquire 51 per cent of the shares in BHL without a sale of shares to them by SLU”.
The latest turn of events comes as the two companies and other interests in the takeover bid were preparing to return to the Court of Appeal on Friday.
The court was expected to hear ANSA’s appeal of the November 14 decision by Chief Justice Sir Marston Gibson to lift a week-long injunction, which blocked the sale of BHL.
ANSA had argued then that AMBEV had an unfair advantage in the takeover bid because of a controversial exit clause in a 2010 loan agreement between BHL and SLU.
Eduardo Lacerda, vice president for Central America and Caribbean operations, AMBEV
The clause mandated that if any person or group becomes the direct or indirect ultimate owner of BHL shares representing more than 25 per cent of the total voting power in the Barbadian company, then SLU has the ability to require BHL to re-purchase, at $10.00 per share, the 13,250,000 common shares which were issued to SLU on conversion of the debt in 2010.
Efforts by Barbados TODAY to reach ANSA officials were unsuccessful but the company announced late this evening that the President and Chief Executive Officer of ANSA McAL (Barbados), Nicholas Mouttet, would host a news conference tomorrow.
Last month, AMBEV announced big plans to double the capacity of the BHL plant and turn Barbados into a hub to export for the Caribbean region.
“BHL will be so important to us that we will install our headquarters for the region in Barbados. We know that we can transform the company as the regional champion within CARICOM,” the Brazilian company said.