RJR shareholders set to halt merger

The much talked about merger between the Gleaner media business and Radio Jamaica (RJR) seems headed to defeat as the large shareholders in RJR are set against the present proposed terms of the deal.
A number of the larger shareholders are of the view that the deal does not benefit them as much as it bails out a struggling Gleaner that has had great difficulty making a profit from the media business for several years now.
One point put forth is that is that print media is not an area of growth compared with the electronic media, that is seen as having good growth potential. The effect of the merger would result in a dilution of the RJR shareholders interest the disgruntled shareholder say and that appears to be the case initially. The proponents of the merger says there will be savings and added revenues amounting to $275 to $450 million that will enhance the fortunes of the new group, but only half of that will be attributable to the existing RJR shareholders.
What have not been said publicly, is that since the valuation in March, much have changed with RJR fortunes improving and Gleaner’s lagging, which would most likely change the values of each.
For the nine-months, the Gleaner made $130 million net profit or 122 per cent more than the $58.6 million earned a year earlier. Revenues continued its downward drift, by 5.6 percent to $2.38 billion, partially helped by a fall of $34 million in investment income to $90 million while media income fell $120 million for the same period. RJR was going in the opposite direction with profit jumping 227 percent in the September quarter to $30 million and 44 percent in the June quarter to $22 million from revenues that rose 24 percent in the September quarter and 7 percent in the June quarter.
IC Insider’s forecast is for RJR to make $320 million for the year to March based on existing operations and for the Gleaner to report $240 million for the year to December 2015 from all its current operations.
Apart from Gleaner offering the media assets they will contribute $665 million in cash and equivalent. While the latter could theoretically buy around 50 percent of RJR’s current outstanding shares, at existing prices under $4, supply would not allow them to do so. By pumping in the funds that is likely to be earning very low returns until they can be used in an efficient manner, will result in dilution of existing RJR shareholders’ interest.
With 75 percent of shareholding required to approve the deal, there are enough disgruntled shareholders on the RJR side to vote it down. Based on feed-back received from some larger holders, it appears that at best the principals of both companies will have to go back to the drawing board and involve the larger shareholders in the talks if they are to succeed, something Chairman of the Gleaner Oliver Clarke says he is not opposed to.
Shareholders openly opposed to the deal, account for 49 million shares or 13.7 percent others who have been opposed at least up to recently, would bring the tally to more than 21 percent.