An­tho­ny Wil­son

An in­de­pen­dent di­rec­tor of TCL has de­fend­ed the de­ci­sion by the re­gion­al ce­ment pro­duc­er not to pro­vide a price range that the com­pa­ny con­sid­er to be a fair of­fer in its re­jec­tion of the $4.50-a-share takeover of­fer made by Mex­i­can ce­ment.

On Fri­day, TCL pub­lished a di­rec­tors' cir­cu­lar in which it rec­om­mend­ed that the Ce­mex of­fer of $4.50 a share should be re­ject­ed be­cause it "fails to re­flect the full com­mer­cial val­ue" of the Clax­ton Bay-based com­pa­ny.

Sev­er­al TCL share­hold­ers who spoke with the T&T Sun­day Guardian praised the com­pa­ny for re­ject­ing the Ce­mex of­fer but crit­i­cised it for not dis­clos­ing what it be­lieved TCL is worth.

TCL di­rec­tor Nigel Ed­wards, who led the spe­cial com­mit­tee of the board that pro­cured and analysed the fair­ness opin­ion, said the board took a strate­gic de­ci­sion not to pub­li­cise a val­ue on the com­pa­ny.

Ed­wards said "The main rea­son for that is that we be­lieve that stat­ing a val­ue, even a range of val­ues, could have the ef­fect of plac­ing an up­per lim­it on any fu­ture of­fer that could po­ten­tial­ly be made to the share­hold­ers.

"If the Di­rec­tors sig­naled that there was an up­per lim­it, any fu­ture of­fer­or need on­ly of­fer up to that price, even if that of­fer­or be­lieves that the ac­tu­al val­ue of the com­pa­ny's share was in fact high­er than that.

"We re­main of the firm view that the Di­rec­tors' Cir­cu­lar is in keep­ing with the le­gal, statu­to­ry and fidu­cia­ry du­ties of the Di­rec­tors and that our po­si­tion is in the best in­ter­est of the Com­pa­ny and its share­hold­ers."

Ce­mex an­nounced on De­cem­ber 5 that it was of­fer­ing $4.50 a share to ac­quire 132.6 mil­lion TCL shares that would take its share­hold­ing in the lo­cal com­pa­ny from 39.5 per cent to 74.9 per cent.

In Fri­day's di­rec­tors' cir­cu­lar, TCL said the com­pa­ny is po­si­tioned to ben­e­fit from the sig­nif­i­cant op­er­a­tional im­prove­ment that have been in­sti­tut­ed in the pe­ri­od since Au­gust 2014, when a new board head­ed by busi­ness­man Wil­fred Es­pinet was elect­ed to run the com­pa­ny.

Ac­cord­ing to the cir­cu­lar: "The com­pa­ny has ex­pe­ri­enced a turn­around af­ter mul­ti­ple past ef­forts to do so.

"The ev­i­dence of the turn­around is sup­port­ed by the com­pa­ny's re­turn to sus­tain­able prof­itabil­i­ty in 2015 and con­tin­u­ing to pro­duce pos­i­tive net in­come through­out 2016."