New entity to be strategically positioned for success
Two of Jamaica’s largest conglomerates, Jamaica Producers Group (JPG) and PanJam Investment, today announced that they will be merging in an agreement that will see the amalgamation of their businesses to create a powerful new group of companies.
This new merged company, which will be renamed Pan Jamaica Group Limited, will be strategically positioned to take advantage of opportunities both locally and globally. The merger, which is subject to the approval of the shareholders of both companies and the relevant regulators, will result in PanJam acquiring JPG’s operating assets in exchange for it taking a 34.5 per cent interest in PanJam.
The post-transaction, Pan Jamaica Group will ultimately hold the combined businesses. JPG will emerge as the largest shareholder of the group, with its shares in the group being its principal operating asset.
Companies will remain publicly listed
Both the renamed Pan Jamaica Group and JPG will remain listed on the main market of the Jamaica Stock Exchange. The transaction is expected to be completed within the first quarter of 2023.
The combined JPG and PanJam is expected to deliver significant value for all shareholders through a strong and diverse portfolio of businesses not only in Jamaica, but also internationally.
Substantial holding across industries
The new merged group will have substantial holdings in real estate and infrastructure, specialty food and drink manufacturing, agri-business, financial services and a global services network of interests in hotels and attractions, business process outsourcing, shipping, logistics and port operations.
In responding to the deal reached, JPG’s Chief Executive Officer Jeffrey Hall said: “This transaction is not our first opportunity to partner with PanJam. We achieved great commercial success for shareholders in our joint investment in Mavis Bank Coffee Company. We also experienced, first-hand, our compatibility around our shared commitment to integrity, seriousness of purpose, nation building and shareholder returns. JP and PanJam operate businesses that have been tested by time and always come out stronger. With a joint balance sheet of over $100 billion in assets, we will have the scale to be more formidable, more global and more resilient.”
For her part, PanJam Chief Executive Officer Joanna Banks stated: “PanJam has done exceptionally well by building great partnerships with like-minded entities. The proposed business combination represents the creation of the quintessential Jamaican conglomerate, a geographically and operationally diversified company focused on value creation for all stakeholders through investment in key sectors of the global economy. Our internal analysis points to a future that we are all excited about – one in which our combined enterprises become the regional investment vehicle and investor of choice.”
The Boards of JPG and PanJam relied on fairness opinions from Ernst & Young Services Limited to determine that the proposed transaction would be fair to shareholders of both companies.
New merged entity to be led by Hall
The expanded Pan Jamaica Group will be led by Hall, who will hold the position of CEO and executive vice chairman of the Board of Directors. PanJam’s current CEO, Joanna Banks will hold the position of president of Pan Jamaica Group.
Stephen Facey will serve as chairman of the board, which will include directors from both JP and PanJam. Charles Johnston, JPG’s chairman, Jeffrey Hall and Alan Buckland, JPG’s current chief financial officer, are expected to join the group’s board.
Both JP and PanJam have long legacies of investing in and contributing to the growth of Jamaica. JPG, founded as a co-operative of banana growers over 90 years ago, has re-positioned itself as a multinational group of companies with a strong footprint not only in Jamaica through its port operations at Kingston Wharves Limited and its agricultural holdings and food businesses.
It is also a global company, through its European juice holdings, shipping line and global logistics businesses. Johnston, the longstanding chairman of JPG, will continue in that role.
PanJam has invested in Jamaica for close to 60 years. It has an expansive real estate portfolio comprised of high-end commercial and hospitality properties, and is a well-known leader in real estate management and development.
PanJam is also a successful private equity investor with actively-managed and strategic holdings in an array of specialty food manufacturing and distribution, hospitality and business process outsourcing providers. Additionally, PanJam has a significant footprint in the financial services industry through its 30.2 per cent stake in Sagicor Group Jamaica Limited.