Lascelles bid offer extended as parties fight in court
Published:Friday | October 21, 2011 | 12:00 AM
Black Sand Acquisition Inc announced Tuesday that it would extend its hostile takeover offer for Lascelles deMercado to yearend.
The group, led by chairman William 'Billy' McConnell, said its offer could close earlier than the December 31 deadline, provided Lascelles releases its directors' circular, currently a matter for the courts.
It had previously shifted the close date from August 29 to October 18.
'Principal motive'
Black Sand said that its "principal motive" for extending the offer a second time was to allow stockholders sufficient opportunity to "properly" evaluate its offer in the absence of Lascelles' directors' circular.
On August 5, 2011 Black Sand announced its intent to acquire not less than 90 per cent of the ordinary shares and all of six per cent preference shares and the 15 per cent preference shares in Lascelles. The offer was made to all shareholders of Lascelles. Black Sand noted that the Lascelles board was "expected to publish a directors' circular for the benefit of its stockholders on September 21, being seven days after the offer was approved by the Financial Services Commission and the Jamaica Stock Exchange".
The directors' circular, Black Sand explained, is expected to guide and assist stockholders in deciding on the merits of the offer.
The Lascelles board has not published the directors' circular and last month initiated legal proceedings challenging the decision of the FSC. The directors argue that Black Sand still lacks proof of funding.
Lawyers for Lascelles began arguing their position before the Supreme Court last week and the hearing is set to continue this Tuesday.
"Black Sand has therefore extended its offer to allow further time within which Lascelles must discharge its duties to its stockholders and comply with the regulatory regime," stated the release.
Black Sand's hostile bid of US$3.86 per ordinary share will succeed only if Lascelles parent CL Financial agrees to sell most or all of its 87 per cent shareholdings.
Lascelles said last month that the original Black Sand proposal was undervalued, lacked evidence of capital, and could strip the group of its profitable Appleton Rum brand. Consequently, it advised shareholders to hold on to their shares until further notice.