From its in­cep­tion more than 62 years ago, TCL has be­come one of the most im­por­tant com­pa­nies in the re­gion as it re­mains the on­ly Cari­com (Caribbean Com­mu­ni­ty) man­u­fac­tur­er of ce­ment–a com­mod­i­ty that is cru­cial to the con­struc­tion in­dus­try.

Set up by a British ce­ment com­pa­ny, Rug­by Port­land Ltd, TCL was na­tion­alised in 1976 and was run as a state en­ter­prise for 14 years.

In 1989 and 1990, the Arthur NR Robin­son ad­min­is­tra­tion sold down and then sold off its share­hold­ing in TCL, with Mex­i­can ce­ment gi­ant Ce­mex ac­quir­ing a 20 per cent stake from the gov­ern­ment.

Since its pri­vati­sa­tion 26 years ago, TCL ex­pand­ed out­side of T&T, buy­ing ma­jor­i­ty stakes in ce­ment com­pa­nies in Bar­ba­dos and in Ja­maica, in 1994 and in 1999. TCL di­ver­si­fied out of ce­ment by en­ter­ing in­to a joint ven­ture with Swiss com­pa­ny Dipeco in 1991 to pro­duce pack­ag­ing, while it es­tab­lished a foothold in the pre­mixed con­crete mar­ket lo­cal­ly by ac­quir­ing a ma­jor­i­ty stake in Readymix in 1996.

As its web­site puts it: "TCL has evolved from a sin­gle ce­ment man­u­fac­tur­ing op­er­a­tion in­to a full-fledged group of com­pa­nies with op­er­a­tions through­out the Eng­lish-speak­ing Caribbean," from Ja­maica in the north to Guyana in the south.

Since the change of the board and man­age­ment in Au­gust 2014, TCL en­tered in­to an arrange­ment with its rep­re­sen­ta­tive trade union in T&T to set­tle out­stand­ing back­pay and salary ne­go­ti­a­tions, re­struc­tured and re­duced the group's debt bur­den and im­ple­ment­ed a rights is­sue that raised US$57 mil­lion in new cap­i­tal.

Some 78 per cent of that cap­i­tal (close to US$49 mil­lion) came from Ce­mex, which raised the the com­pa­ny's stake in TCL from 20 per cent to 39.5 per cent. TCL, as well, ne­go­ti­at­ed a tech­ni­cal ser­vices agree­ments with Ce­mex, which has meant em­ploy­ees of the Mex­i­can gi­ant as­sum­ing most of the top ex­ec­u­tive man­age­ment po­si­tions in the group.

Out of this po­si­tion of strength at TCL–as the largest sin­gle share­hold­er, and as the provider of man­age­ment–ear­li­er this month, Ce­mex chose to make a takeover of­fer to TCL's share­hold­ers that would re­sult in its own­er­ship of the lo­cal com­pa­ny in­creas­ing from 39.5 per cent to 74.9 per cent.

The takeover bid was sup­port­ed by an in­de­pen­dent val­u­a­tion that jus­ti­fied the of­fer price of $4.50 a share.

On Fri­day, the TCL board rec­om­mend­ed that the share­hold­ers of the com­pa­ny should re­ject the of­fer of $4.50 a share as it "did not re­flect the full com­mer­cial val­ue of TCL."

While the TCL board said no to $4.50 a share, it has so far de­clined to pro­vide share­hold­ers with a rec­om­men­da­tion of what it be­lieves con­sti­tutes "full com­mer­cial val­ue" from an in­de­pen­dent val­u­a­tion ex­er­cise con­duct­ed by a rep­utable in­vest­ment bank.

This means that the on­ly val­u­a­tion that TCL share­hold­ers can re­ly on at this time is one ob­tained by Ce­mex, which has an in­ter­est in ac­quir­ing more TCL shares for as lit­tle as pos­si­ble.

The stan­dard pro­vid­ed in the lo­cal se­cu­ri­ties law re­quires com­pa­nies to dis­close in­for­ma­tion that would be "con­sid­ered im­por­tant to a rea­son­able in­vestor in mak­ing an in­vest­ment de­ci­sion."

And sure­ly a rec­om­men­da­tion on the "full com­mer­cial val­ue" of TCL by the board–based on a thor­ough val­u­a­tion of the com­pa­ny con­duct­ed by an in­de­pen­dent, rep­utable firm–would be con­sid­ered im­por­tant to any rea­son­able in­vestor in de­cid­ing whether to ac­cept or re­ject Ce­mex's of­fer of $4.50 a share.

As it stands, a ma­jor­i­ty stake in TCL may be a short walk for Ce­mex, as the Baleno share­hold­ing will take it to 47.71 per cent, which leaves the Mex­i­cans need­ing to buy less than 9 mil­lion shares from lo­cal in­vestors.

It would be cer­tain­ly be iron­ic if TCL re­turned to for­eign own­er­ship af­ter al­most 40 years of be­ing owned and op­er­at­ed by lo­cals.

The stan­dard pro­vid­ed in the lo­cal se­cu­ri­ties law re­quires com­pa­nies to dis­close in­for­ma­tion that would be "con­sid­ered im­por­tant to a rea­son­able in­vestor in mak­ing an in­vest­ment de­ci­sion."