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NCB Financial Group's takeover offer for Guardian Holdings' shares lapses


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According to Market Intelligence, April 2023

NCB Financial Group's takeover offer for Guardian Holdings' shares lapses

Trinidad and Tobago-based NCB Financial Group Ltd. said the offer of its unit, NCB Global Holdings Ltd., to acquire ordinary shares in insurance company Guardian Holdings Ltd. has lapsed as it faces a review from the country's securities and exchange commission.

As of the offer's Feb. 23 expiration period, some terms and conditions remained outstanding, NCB Financial Group said. Specifically, the offer "has unfortunately lapsed," the group said, due to a failure of the offer's Condition 2.4.5, which pertains to actions, suits or investigations that could derail the offer.

NCB Financial Group noted that Trinidad and Tobago's securities and exchange commission has decided to convene a hearing that will look into the NCB Global Holdings' equity interest in Guardian Holdings and the issuance of the offer circular. The group noted that they are committed to participating in the hearing to aid in the completion of the commission's review of the offer.

Minority owners of Guardian Holdings shares have filed complaints against the group for allegedly breaching the country's bylaws for takeovers, The Gleaner reported. The minority investors are pushing for the offer price of $2.35 per share to be adjusted in line with what it initially paid large shareholders for a stake in the insurance company in 2016.

NCB Financial Group said they already submitted its position to the commission regarding allegations made in the press and by certain minority shareholders, noting that these claims are "each without merit."

As of the offer's close, Guardian Holdings shareholders have tendered 91,743,975 shares, which, together with NCB Global Holdings' existing share in the insurance company, represents about 70.24% of its outstanding shares and above its original offer of 74,230,750 shares. NCB Global Holdings said it had not taken up any deposited shares.

NCB Global Holdings originally made an offer on Dec. 8, 2017, to acquire the shares in Guardian Holdings, which would result in the former holding up to 62% of shares in the latter. National Commercial Bank Jamaica Ltd. shareholders recently voted for a company reorganization in connection to the takeover bid.