Cayman Islands bank board tells shareholders to accept takeover offer

Cayman National Bank, Grand Cayman

GEORGE TOWN, Cayman Islands (CNS) — The board of directors Cayman National Corporation Ltd was expected to release a circular on Friday about the take-over bid of the largest financial services company in the Cayman Islands by the Republic Bank Trinidad and Tobago (Barbados) Limited (RBTTBL), recommending that shareholders accept the deal.

Shareholders in the only Cayman-owned bank were offered a premium of more than $3 on the price of their shares on the day the proposal was made.

“The board believes that the partial offer is a good opportunity for Cayman National shareholders to realise the value of their investment,” the directors said in a statement released by the bank this week.

“After careful consideration, in consultation with its advisors, of the terms and conditions of the partial offer and having regard to the fairness opinion and in the absence of a superior proposal, the board recommends that shareholders accept the partial offer,” the statement reads.

In making the decision, the board said it had carefully considered a number of matters, including the cash offer price of US$6.25 per share, representing a higher price than the shares have traded for at least ten years. But the ultimate decision will be made by the shareholders, who will be asked to vote at a meeting later this month.

In August, Cayman National announced the unsolicited proposal, in which RBTTBL said it was seeking to acquire a minimum of 51 percent and up to 74.99 percent of the issued shares of Cayman National by way of a tender offer to shareholders.

The initial proposal contemplated a price of between US$6 to 6.75 per share. On September 12, Cayman National said it had received a revised proposal at US$6.25 cash per share and a few days later published a circular about the offer setting out the terms. On September 18, the bank said it had entered into an implementation agreement with Republic.

The board said that the offer provides shareholders with the certainty of cash for any of the shares that are tendered. RBTTBL has made several positive commitments in relation to the ongoing management and operation of Cayman National and its subsidiaries.

“Cayman National may benefit from being part of a larger group of companies,” the directors said, adding that there “may be adverse consequences associated with not accepting the partial offer”.

Cayman National appointed Deloitte as the independent financial advisor to prepare a fairness opinion, which was found to be fair from a financial point of view to Cayman National shareholders.

The directors’ circular is expected to contain more details about the deal and the position of the board.

Republished with permission of Cayman News Service




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