Durrant Pate/Contributor

Jamaica’s competition regulator, the Fair Trading Commission (FTC) has concluded its assessment of A.S. Bryden and Sons Holding’s (ASBH) recent acquisition of Caribbean Producers Jamaica (CPJ), ruling that is not likely to breach the Fair Competition Act.

This clearance of the transaction follows the FTC’s completion of its Merger & Acquisition Assessment of the deal in Jamaica’s Food & Beverages Market. The 101-year-old ASBH, headquartered in Trinidad and Tobago (T&T) and its shares trade in Jamaica, is a major distributor operating in T&T, Guyana and Barbados. 

Its parent company is Jamaican food and distribution conglomerate, Seprod, which deals in food products, beverages, pharmaceuticals, and industrial supplies in Jamaica and the wider region. Meanwhile, CPJ is a Jamaican manufacturer, distributor and retailer specializing in food, non-food items, wines, spirits, and other beverages.

Last July ASBH acquired a 44.98% stake in CPJ, making it the largest shareholder and later in December that year acquired an additional 30.4% stake, bringing its equity in CPJ to 75.3%. ASBH recently executed a successful Mandatory Take-Over of the remaining shares.

Details of FTC assessment

The FTC reviewed the acquisition under Section 17 of the Fair Competition Act, which prohibits agreements that could substantially reduce market competition. The assessment, part of the FTC’s Phase 1 merger review process, was based on information from the involved parties, annual reports, and news articles. 

While ASBH does not distribute products directly in Jamaica, Seprod and its subsidiaries supply food, non-food, and non-alcoholic beverages in the country. Given CPJ’s role as a retailer and the overlap in product offerings, specifically dairy products, cereals, biscuits, seasonings, pasta, and non-alcoholic beverages, the competition regulator identified multiple relevant markets at both the distribution and retail levels in its assessment. 

Despite these overlaps, “the FTC determined that ASBH and CPJ do not operate at the same level of the supply chain, and each would continue to face binding competitive constraint at the respective level of the supply chain in which they participate”.

In addition, the FTC found that “ASBH and CPJ face significant competition from major industry players. At the distribution level, some competitors include Wisynco, GraceKennedy Foods, Lasco, T. Geddes Grant (Distributors), Select Brands Limited, and Celebration Brands.”

At the retail level, the FTC assessment showed that CPJ contends with established supermarket chains, some of which include Hi-Lo (affiliated with GraceKennedy), Progressive Grocers Group, and General Food Supermarket. Given these factors, the FTC concluded that the transaction is unlikely to breach the Fair Competition Act.