Countdown to the Vote for a Caribbean Media Mega-Merger

By: Caribbean Journal Staff - January 4, 2016

Set-Up for a Showdown

By Dr Marcia Forbes
CJ Contributor

The excited anticipation of the vote-count felt somewhat like national general elections in Jamaica. Would media entities RJR/Gleaner win out in their thrust to merge by securing the 75% shareholder support needed? Or, would the naysayers, primarily in the public form of the ‘Mayberry Investment Men’ and Andrew Azar, win the day? Azar had gone as far as to run full page newspaper advertisements in which he voiced strong opposition to the proposed merger. He described the approach to it as “dictatorialism” and advised fellow shareholders to “Vote No”.

Shareholders’ Meetings

With separate but simultaneous meetings for each entity’s shareholders on the day before New Year’s Eve, it also felt a bit like the countdown to midnight when a new year is ushered in, when resolutions are made and new beginnings anticipated. Not being a shareholder (or a proxy for anyone) meant I was excluded from the December 30th meetings.

Jamaica was on the verge of something big and historic, so clearly I wanted to keep abreast.  It’s not every day that a 180 year old newspaper joins forces, in an unusual hybrid merger-acquisition format, with a 65 year old electronic media entity. The shareholders ‘Yes’ vote was an important step toward this proposed merger. Eager for the latest updates, I turned to Twitter.

Fireworks – Before Christmas Eve

Fireworks were expected at RJR’s Extraordinary General Meeting (EGM). Andrew Azar, businessman, and Chris Berry of Mayberry Investment had made their intentions clear. They would vote ‘NO’. From the EGM someone tweeted a picture of Azar at the microphone expounding the reasons for his opposition. With holdings valued at 2.4% of RJR shares, Azar has some clout.

A bit later in the meeting, RJR’s Head of News @Miltonnewsja, tweeted, “Gary Peart MD Mayberry: The information that we rec’d puts us in a position where we will not vote against the deal. #RJRGleaner”. It seemed the ‘Mayberry fire’ had been quelled. We later learnt from news reports that rather than support the merger, Mayberry, listed among RJR’s top shareholders, actually abstained.

Time Lapse – Votes Counted & Recounted

Over at the Gleaner’s AGM @Jahmekyagyal, a shareholder, but importantly an avid tweeter and journalist, kept us informed. “BreakingNews Oliver Clarke now announcing that KPMG says another hour to wait on results #GleanerAGM”, and later, “Breaking News 285 votes cast. Way over 84% voted to allow #RJRGleaner Merger #GleanerAGM”.

RJR’s vote-counting took much longer than the Gleaner’s.  The RJR News Room Head reminded us that, “RJR has 10,066 shareholders” and that, “Counters say it will take them at least 2hrs…”. Later we leant from him that although votes had been counted; they were “being crossed checked”. And then the victory count, “249 shares voted with 219m shares approved the resolution.” We also learn that “8 shareholders representing 69k shares were invalid”. RJR rejoiced at its 88% shareholder support in favour of the merger.

Messy Work Ahead

Next steps toward making the merger a reality include legal work to change the articles of association for the two companies. Shareholders are required to vote on these come January 7th. But that’s the easy part. The tough and likely messy job, assuming that everything passes legal muster, is the blending of two cultures and the inevitable shakeout of staff.

A certain type of sensitivity and emotional intelligence are essential in order to successfully transition these two market leaders into a strong, profitable single media entity that is able to weather challenges from telecos with deep pockets. If one strips Azar’s full page ad down to its essence, it becomes clear that he has great issues with the management style at RJR and how things are done. His concerns should not be ignored. In going forward greater inclusiveness and open, frank discussions are needed.

Learn from AOLTimeWarner

The America Online (AOL) TimeWarner media merger announced on January 10, 2000 and valued at US$350 Billion, the largest in America for those times, is a case study in merger failure. The New York Times noted that, “To call the transaction the worst in history, as it is now taught in business schools, does not begin to tell the story of how some of the brightest minds in technology and media collaborated to produce a deal now regarded by many as a colossal mistake.”

Many of us want to see the RJR/Gleaner merger succeed. Appointing two millennials, one female and one male, to the new Board would not only send the right signal but likely redound to the new entity’s financial benefit. After all, it is via the Internet, whether though Gleaner’s website or TVJ’s Over the Top (OTT) content, that new and financially rewarding growth is expected. Millennials are more likely to bring fresh thinking as well as to understand how to navigate and profit from the Internet than the existing Directors.

Popular Posts ian fleming villa with beach and green trees

American Airlines Begins New Ocho Rios, Jamaica Flights, With a Nod to James Bond 

Ian Fleming began writing the book that would become Casino Royale at his seaside villa in the town of Oracabessa, Jamaica in February 1952.  It was here on the outskirts of Ocho Rios that Fleming would forge the story of […]


A New All-Inclusive W Hotel Is Opening This Year in Punta Cana 

w punta cana

The first-ever all-inclusive W Hotel in the Caribbean is opening this year in Punta Cana, Dominican Republic, Caribbean Journal has learned.  The hotel, part of a broad expansion for parent company Marriott International, is on the list of expected 2024 […]


Why Grenada Is a New Caribbean Luxury Hotspot

beach house silversands

From its world-renowned chocolate to its pristine beaches to a region-leading focus on sustainability, Grenada is as fascinating and unique as destination as you’ll find in the Caribbean.  But in the last few years, the lush Eastern Caribberan island has […]


Related Posts magazine beach grenada

Caribbean Moment: Magazine Beach, Grenada

Grenada is known for many things: its chocolate, its rum, its lush rainforest, its world-class cuisine. What you may not realize is just how beautiful the island’s beaches are, from its signature Grand Anse Beach to lesser-known coastlines like Magazine […]


Caribbean Photo of the Week: Frederiksted, St Croix

frederiksted st croix

The latest Caribbean Photo comes fro Caribbean Journal reader Eric Schaeffer, who sent in this lovely shot while walking in Frederiksted, St Croix, USVI. Have you taken a great photo in the Caribbean? Send it to news@caribjournal.com with CPOTW in […]


JW Marriott Just Opened Its First Caribbean Beach Resort in St Maarten 

jw marriott st maarten

It was arguably the most high-profile resort on the Dutch side of St Maarten: the Westin Dawn Beach resort, set on one of the most beautiful shorelines on the island and the area’s most famous branded hotel.  Then that unwelcome […]


SUBSCRIBE!

Sign up for Caribbean Journal's free newsletter for a daily dose of beaches, hotels, rum and the best Caribbean travel information on the net.


No. Thank You