Time Running Out With No Deal on Takeover of T&T Cement Company


PORT OF SPAIN, Trinidad, Monday January 23, 2017 –The clock is ticking on the offer by Mexico’s cement giant, CEMEX, to take control of Trinidad Cement Limited (TCL), and there’s still no deal in sight.

The deadline on CEMEX’s second offer expires tomorrow, but the directors of TCL are standing their ground that the offer remains below the commercial value of the company. They have advised shareholders to hold on to their stocks.

Since declaring its interest on December 9 last year to raise its stakes in TCL from 39.5 per cent to 74.9 per cent, the CEMEX was forced to return to the drawing table with its original TT$4.50 (US$0.67) per share offer.

It countered with TT$5.07 (US$0.76), but TCL directors want nothing less than TT$5.89 (US$0.88) per share.

TCL arrived at the share value following an evaluation contained in a fairness report produced by auditors Ernst and Young.

The independent report, which was commissioned by TCL, assessed the company’s structure and markets; published financials; its cash flow forecasts between 2017 and 2021; and prospects, among other things.

“Our conclusion of the estimate of fair market per ordinary share would be expressed at TT$5.60 (US$0.84) to TT$6.18 (US$0.92), a plus or minus 5 per cent range around TT$5.89 (US$0.88),” the Ernst and Young report said.

TCL directors, in their latest circular, said based on the fairness valuation the CEMEX offer was inadequate and they recommended that it be rejected.

“In light of the fact that the offer price is below the range of values, the board has concluded that it would not be in the interest of shareholders to accept the amended offer of TT$5.07 (US$0.76) per share. The board has carefully considered the amended offer and has concluded that the consideration to be received by shareholders under the amended offer is not fair, from a financial point of view, to the shareholders,” the circular stated.

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