The Almagamation Process
30 December 2016
The amalgamation between GMLI and Ireland Blyth took place over a five-month period between end of January and July 2016. It was the result of a careful, thorough process led by the management team and supported by both Groups’ Boards of Directors (hereafter ‘Boards’), and by the analysis of external and independent experts including EY Mauritius, EY Advisory France, ENSafrica and BDO Mauritius, who were appointed for this purpose.
Below are the thoughts and commmentary of Afsar A. Ebrahim, Deputy Manging Partner at BDO in Mauritius, on the Amalgamation between Ireland Blyth Limited and GML Investissement Ltée.
- The amalgamation between Ireland Blyth Limited and GML Investissement Ltée was a textbook example of how to conduct a amalgamation. It was evident that merging these two entities made sense. It was to everyone’s advantage, from employees to shareholders to suppliers.
- The key elements of good governance, and those that set this process apart, are excellent leadership, transparency and frankness, and the symmetrical distribution of information by the leadership team. This allowed all of the stakeholders and the multiple teams of consultants involved in this project to all stay up to date and work coherently towards the same result.
- It goes without saying that compliance with all rules and regulations is of critical importance. IBL Ltd obtained approval from the Bank of Mauritius, the Financial Services Commission and other regulatory bodies in good time. Some letters of approval even arrived before the internal deadlines they had set themselves for this project.
- This had much to do with the excellent preparatory work undertaken by the team. With support from BDO, they spoke to fi nancial institutions and regulatory bodies upfront to explain the project. This helped build confi dence in the project, not least with regard to its transparency.
- BDO’s role in the amalgamation was to provide a fairness report on the exchange ratio for IBL minority shareholders. The fairness report itself was a step beyond what was legally necessary. To my knowledge, it is the fi rst assessment of its kind to have been undertaken in Mauritius.
- We assessed what EY Mauritius had done previously and consulted extensively with stakeholders face to face. Having taken all of their comments into account, we were able to certify in good conscience that the amalgamation was in fact in the interest of everyone, including minority shareholders.
- BDO also recommended that IBL Ltd give a minority discount to shareholders. EY suggested 8%. We added to this and recommended 23%, based on our analysis of the situation.
- The minority stakeholders were satisfi ed, as evidenced by the unanimous vote in favour of the amalgamation. There were also no questions, thanks in large part to the analysts, briefi ng meeting held by Arnaud Lagesse and members of the executive team at Le Grenier in Port Louis prior to the vote, during which they addressed stakeholders’ queries.
- AXYS also released an analysis that concluded that the amalgamation was a good deal for IBL shareholders.
- It is my belief that this amalgamation was in all of its stakeholders’ best interests, and that IBL Ltd is now ideally positioned to grow and continue to create value.
To Read More on the Almagamation Process of Ireland Blyth Ltd and GML Investissement Ltée, you can view the IBL LTD Annual 2016 report here.