Jan 2008 Financial News

Barbados Farms shares on 'lock-up'

Jan 04, 2008

SAGICOR FINANCIAL CORPORATION now has control of 7.83 million Barbados Farms Limited (BFL) shares, most of which it got through "lock-up" agreements with major shareholders.

Battling CLICO subsidiary CLSS Holdings to take over BFL, Sagicor announced yesterday that the "lock-up" agreements would prevent BFL shareholders who signed with Sagicor from offering their shares to anyone else during the "lock-up" period without its consent.

The current Sagicor offer expires January 9, one day before the CLSS all-cash offer of $5.55 closes.

Sagicor is offering cash of $5 per share for 35 per cent of BFL shares and the other 65 per cent exchanged for Sagicor shares which the company values at $5 per share.

Difficulty

The Sagicor move, which places 38.04 per cent of BFL in its hands, could make it difficult for CLSS Holdings to get the 51 per cent it desires.

In response, the directors of BFL have conceded the $5.55 CLSS offer was "fair from a financial point of view" but they have declined to recommend the CLSS offer to shareholders.

The directors noted that given the percentage of shares already committed to Sagicor, they only needed 15 per cent more to achieve the 51 per cent it required to control Barbados Farms.

Moreover, the directors revealed that based on the fairness opinions from PricewaterhouseCoopers, the $5.55 cash offer from CLSS was "in the value range that PwC considers to be fair from a financial point of view".

The board noted too that Barbados Farms director, Sir Charles Williams, who is on a leave of absence, had entered into an agreement with Sagicor to sell his more than 1.2 million shares to the insurance giant.

The other directors who control 629 527 BFL shares, while noting they would "monitor" the situation, said they intended to accept Sagicor's offer.

Barbados Farms has about 300 shareholders, 20.6 million outstanding shares and the company owns more than 4 100 acres of land.

Source:
GERALYN EDWARD
The Nation News Barbados
Friday 4th January, 2008

http://www.nationnews.com/story/333197679560592.php