Christian Mouttet

BIG MERGER: Agostini’s

chairman Christian Mouttet

It’s a done deal. Smith Robertson, a subsidiary of Agostini’s Ltd, has completed its acquisition of two other pharmaceutical companies—Oscar Francois Ltd and Intersol Ltd.

The Sunday Express was told by chair of Oscar Francois, Jacqueline Francois, that the acquisition was completed on April 15 and that a new chief executive, Peter Welch, was appointed to the company.

The deal, the Sunday Express understands, is worth over $100 million.

It makes Smith Robertson the country’s largest pharmaceutical-importing company in the country representing three pharmecutical companies with Covid-19 vaccines: AstraZeneca, Pfizer and Johnson and Johnson.

“Smith Robertson is a division of the Agostini Group. They purchased the manufacturing company, Intersol Ltd which owns the Diquez Brand as well as Oscar Francois Ltd which distributes human and vet medicines, household products, hair, skin and other personal care products and agriculture inputs,” Francois told the Sunday Express.

“A new CEO, Peter Welch was appointed and both my sister, Jasmine Winford, former CEO and me (former chairman) are here for six more weeks assisting with a smooth transition,” she said.

Welch is listed as a non-executive director of two Agostini subsidiaries, Smith Robertson and Vemco, in Agostini’s 2020 annual report and also as a director of Caribbean Distribution Partners Trinidad Ltd.

Agostini’s is listed on the T&T Stock Exchange as being majority owned by the Mouttet family and its chairman is Christian Mouttet.

By yesterday, there was no notice of completion on either the websites of the Trinidad and Tobago Stock Exchange (TTSE) or the T&T Securities and Exchange Commission.

The last notice by Agostini on the TTSE’s site was on March 12, 2021 with the announcement of Joanna Banks as a director of the company.

Prior to that, it was a March 5, 2021 notice by the company’s corporate secretary, Nadia James-Reyes Tineo, advising shareholders of the sale and purchase agreement to acquire 100 per cent of the issued and outstanding shares of Oscar Francois and Intersol.

According to the March 5 notice, the deal was supposed to be closed by April 30.

A September 14, 2020 filing by Agostini’s disclosed that the company and its subsidiary, Smith Robertson & Company, had entered a share purchase agreement with the shareholders of the two companies on September 11, 2020.

Although a disclosure was made to the TTSEC, Agostini’s requested an exemption from the securities regulator with regard to the publication of the planned acquisition in two daily newspapers. That is in accordance with Section 64(2) of the Securities Act 2012.

Agostini’s gave three reasons for applying for the exemption:

•Smith Robertson and Oscar Francois are competitors and the acquisition, the approval of the Fair Trading Commission (FTC) was a condition precedent to closing and completion of the acquisition;

•As the parties are competitors, publication of the acquisition “has the potential to materially prejudice the parties existing relationships with its customers, distributors and suppliers”; and

•Agostini’s is a publicly traded company and publication in daily newspapers “may have a significant impact on its stock price”.

Following the March 5 public announcement of the acquisition, concern was raised about the size of the market share that Smith Robertson would control.

But Francois told the Sunday Express on Friday there were no issues with the acquisition and the deal was concluded on April 15.

The Trinidad and Tobago Securities and Exchange Commission (TTSEC) told the Sunday Express that “approval” from the TTSEC is not a requirement for an acquisition of this nature.

“However, the reporting issuer is required to make the relevant material change disclosures, pursuant to Section 64 of the Securities Act, 2012,” the TTSEC said.

Green light from FTC

In March, facing public concern over the acquisition, the Trinidad and Tobago Fair Trading Commission (FTC) said it took four months to evaluate the Smith Robertson acquisition before it granted approval.

The FTC’s executive director, Bevan Narinesingh, confirmed the Commission granted approval for Smith Robertson & Company Ltd to acquire Oscar Francois and Intersol.

“The process took approximately four months as the Commission had to be satisfied that the proposed merger transaction would not affect competition adversely or would not be detrimental to consumers or the economy,” said Narinesingh.

Narinesingh had said the Commission consulted various stakeholders in the healthcare and pharmaceutical industry during the merger review process which included competitors of Smith Robertson.

“It should be noted that in all proposed merger transactions, which meet the relevant statutory thresholds and require the Commission’s prior approval pursuant to Part III Section 13 of the Fair Trading Act, the Commission has to be satisfied that the proposed merger transaction would not adversely affect competition or would not be detrimental to the consumer or the economy before the merger can be approved.

“The Commission requires comprehensive information to be disclosed by the parties proposing to merge and the Commission also conducts its own investigations, including but not limited to receiving information from market participants and also conducts detailed market analysis, in order to determine whether the merger transaction is likely to affect competition or be detrimental to the consumer of the economy.

“Even where, as in this case, the Commission approves a merger, the Commission continues to monitor the relevant market and is entitled to conduct further investigations in order to determine whether any enterprise is engaged in business activities which contravene the Fair Trading Act,” he had said.

Narinesingh told the Sunday Express last week that while they had approved the acquisition, he was unsure whether it had been completed.

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