Wed | Sep 20, 2017

RJR Gleaner Merger Q&A

1. Why are the Gleaner and Radio Jamaica undertaking this transaction? 

In this competitive and rapidly changing environment these two traditional Jamaican media companies stand to be marginalized and relegated if they do not combine their respective strengths to leverage economies of scale to provide better products and services to the public and better returns to shareholders.

2. Is this a merger or an acquisition?

This is in effect a merger of the strength of two Jamaican owned companies to create a stronger, more sustainable media entity, better equipped to serve the Jamaican people at home and abroad.  The transaction will be achieved through an acquisition of the media subsidiary of The Gleaner Company Ltd. by Radio Jamaica Limited.  After the transaction, the acquired media operations will be consolidated with those of Radio Jamaica Limited and marketed under a new group name reflective of the rich legacies of both operations.  Shareholders of The Gleaner Co Ltd. will hold 50% of the consolidated entity with existing shareholders in RJR holding the remaining 50%.

3. How will the deal be achieved?

The transaction is to be effected through a court-approved scheme of amalgamation which will see the respective shareholders voting to approve an exchange of Radio Jamaica Limited shares for shares in The Gleaner’s media business to be called the “The Gleaner Company (Media) Limited”.The Radio Jamaica shares will be going directly to Gleaner. This will result in the publicly traded entities’ respective shareholders each having a 50% stake, in the combined entity.

4. Why are the companies merging now? Did something change in how each perceives its standalone business opportunity?

The current global and local economic environments make the coming together necessary as both companies operating separately would have had to invest considerably in building out platforms and services in order to become full service multimedia entities. The combination allows for better capital management which ultimately benefits customers and shareholders. 

Both companies are faced with challenging transitions which in time will see revenues increasingly dominated by digital revenue streams as media platforms converge. The speed at which each of company adapts to and negotiates this transition is critical. To preserve shareholder value and jobs, moving quickly is necessary.  This combining of resources, products and services allows the companies to accelerate digital transitioning through leveraging of a larger resource base, combining unique expertise from each other’s core businesses, accessing each other’s rich content and archives while developing new and exciting content as they keep pace with industry innovations and new competitors. All of this must happen while maximizing efficiency of the respective traditional operations.

5. What is the dominant reason for wanting to create such a major individual player?

Survival of Jamaican media in what is a very challenging local climate is the dominant reason. The local media landscape is dominated by numerous small entities most of which operate from weakened and inefficient financial bases given the state of the economy. This means that the long-term sustainability of the industry is under threat. Further, recent moves by the large foreign owned telecom players have introduced a new dynamic where they themselves are increasingly offering media services, competing for local advertising dollars with the traditional players.  Our two entities have sought to counter these developments by consolidating to shore up our financial bases in preparation for the heightened competition. The developments in media and telecommunications so far this year could  put many Jamaican media companies into the red, facing massive cut back in resources and even closure.This transaction is therefore necessary for financial sustainability of the two businesses. Jamaica needs a strong locally-owned media entity to maintain and expand our offerings globally.

6. What are the implications of the transaction for smaller media companies?  Can the transaction be viewed as monopolistic, trending towards a monopoly?  Are future acquisitions planned?

Jamaica's media landscape is diverse and competitive. The current economic environment however is forcing many local players to consider consolidation in order to remain financially sustainable and relevant. With recent media moves by the telecoms, we don’t expect that this transaction will be the last. In an industry with 3 daily newspapers, 30 radio stations, 3 free to air television stations and a multitude of local and foreign cable channels and companies we do not consider this deal monopolistic. Further, the share holding of the combined entity will be divided among 10,000 persons with no one shareholder owning greater than 10% of the outstanding shares of the company, which further limits any monopolistic or single agenda possibilities.  Future acquisitions are always possible as the industry consolidates. What is important is that Jamaica continues to have a vibrant, independent media to continue work on behalf of our people.

7. Isn’t this move concentrating too much media power in too few hands?

The combined company will be owned by nearly 13,000 shareholders with no one exceeding 10% as per the existing articles of the company. This minimises chances of undue influence from any one or few owners on the management.

8. Doesn’t this stifle competition in the media market?

With the exception of radio, the merger brings together different formats which complement each other. The brands which Jamaicans have come to trust are not likely to change and will continue to exist amongst all the other brands in what is a fiercely competitive market. This competition of brands is expected to continue post-merger even internally as this ensures we constantly innovate.  As regards radio, there are more than 25 radio stations (some 80% of them) that will not be in this transaction.  This does not at all stifle competition.

9. Doesn’t this reduce choice of employment for media workers?

The choice of employer remains the same. None of the companies which exist before the announcement has disappeared and to that extent one still has choice of where they desire to work. Nevertheless, the stronger more viable entity which results from the merger will likely provide better options for skilled and committed prospective employees, especially as it will and must expand services and offerings in a digital age.

10. What is the mission of the new company? What do you see as the opportunities for the combined company going forward?

The aim of the merged company is to use the combined strengths of each company's respective credible and award-winning journalism and other content to better inform, educate and entertain the Jamaican public on things relative to Jamaicans everywhere. The opportunities resulting from this coming together are many, however we are excited at the prospect of expanding advertising options and packages for our clients as well leveraging our content for wider distribution on established and new platforms.

11. What are the offerings of each player?

Radio Jamaica Limited’s listeners and viewers will have access to the highest quality free to air broadcast signals with the widest coverage, as well as a more diverse content base, inclusive of strong local productions. Radio Jamaica Limited is also an innovative leader offering the first Over the Top (OTT) Technology service through its recently developed 1Spot Media platform, taking audio visual content and country by country advertising opportunities in it, wherever people have access to the internet.  

Apart from its dominant footprint in Jamaica, The Gleaner Company (Media) Limited offers print media products located in key geographic areas, including highly diaspora populated areas in  New York City, the Tri State area and much of the Eastern seaboard of the United States of America, and Canada. The UK Gleaner also serves customers in the United Kingdom as well as provides an advertising vehicle to Jamaican businesses targeting the Diaspora, providing an avenue for global advertisers to target the Jamaican and Caribbean Diaspora.  Complementing the printed products of the Gleaner are its online products with flagship jamaica-gleaner.com which is the most popular source for Jamaican news anywhere in the world, as well as its two radio stations Power 106FM and Music 99 FM. 

12. What changes can consumers expect to see to product offerings over the next 5 years as a result of the transaction?

Through this transaction, RJR will be able to accelerate and implement Digital Switch Over in television – introducing high definition television services and a range of new interactive services with new revenue potential.  In the rapidly developing digital world there are also many interactive services in radio, print and new media services that are not currently available to Jamaicans.    So consumers here at home are expected to benefit from the expanded choices consumers elsewhere experience through modern media entities.
Consumers in the Diaspora will also get a significant boost as the range of products and services that they desire from Jamaican media will be accessible from multiple-platform offerings that will be a part of the expanded entity.

Consumers will also be able to tailor the set of services they want – radio and print, radio and ePaper, radio and TV, ePaper and television, archive of print and TV along with current radio offerings; special Jamaican TV events and daily print – the consumer will have an abundance of choices.

Through this merger, more Jamaican consumers will benefit from technological innovations, including superior audio visual experiences, on demand, online products and service, as well as the best journalism available to Jamaicans.

The business will use the combined networks of experienced media workers, engineers and marketers to accelerate growth in the various media segments, expand into regional and international market segments of interest, as well as accelerate deployment of existing and new innovative products and services for millions of customers to the benefit of it more than 12 thousand shareholders.

13. How important is digital media to the combined entity?

Digital transitioning is most relevant globally for expansion and survival; it is a key growth area for traditional media businesses. The industry, through digital innovations, is at present in an expansion phase with operations and reach transcending geographical boundaries and with business models being more robustly monetized. Digital media therefore continues to be a key priority for the merged entity going forward.  If as the leading media entities we miss this digital phase, the information and communications sector in the country will be retarded for a long time.

14. What will be the name of the combined company?

The parent company of the combined businesses will after the transaction remain “Radio Jamaica Limited”. The trading name of the expanded media group, however, will be changed from “RJR Communications Group” to reflect the merger of the two iconic brands (RJR and the Gleaner). Only after court approval and completion of the transaction will we be free to disclose such names and other details.

15. Who will be in charge of the new/merged entity? What will the management structure of the combined company be?

The expanded entity will be led by J. A. Lester Spaulding CD as Chairman, with Oliver F. Clarke OJ as Deputy Chairman. There will be an initial fourteen member board represented equally by seven directors from each of the existing companies. Gary Allen is to be CEO while Christopher Barnes will serve as COO.

The management structure will be set up to best cover the operational lines of the business as well as their associated administrative support needs.  The CEO and COO will be responsible for selecting and implementing the most appropriate structures which will be announced in due course.

16.   If this is a true merger of the two companies, why is it that only some of the Gleaner Company is coming into the deal?

This transaction is built upon the combination the media operations of each company. The Gleaner Co in addition to having a core media business has significant non-media operations and activities. The parties have agreed to focus on merging only the media operations and resources to adequately provide for necessary expansion and strategic projects going forward. In order to accomplish this The Gleaner has to undergo a restructuring (“hiving off”) which will see its media operations and companies organized under one subsidiary company (“The Gleaner Company (Media) Limited”) in the group and it is this company which will then be merged with the operations of the publicly traded Radio Jamaica Limited. Under agreement, after the transaction, the publicly traded Gleaner Co. Limited, with its non-media activities, will undergo a name change to avoid future confusion with the media brand to be operated by the merged group.  

17. Will jobs be lost?

Typically, in mergers like this, there will be some overlap in functions and roles. Management’s first task will be to assess in more detail the available talent and match this to the business needs, not just based on current operational plans, but also based on the expansion plans. We want to explore how many people can be re-trained or re-assigned in the areas we are expanding before we start to look at and count the number of people losing jobs. The employees of both companies are among the most skilled professionals in Jamaica and it is important that the process be managed to ensure we retain the right team who will ensure the success of this transaction. As per pre-existing policies of both companies, unions will be engaged early where necessary and displaced employees during this time will be treated with the greatest of respect and fairly compensated for their transition and eventual reintegration into the wider labour force.

18. Will the products and services and /or operations of the respective companies continue?

The companies’ products that Jamaicans have grown to trust and rely on will continue. It is the plan to use the combined resources to enrich and strengthen these products as we move forward. Performance, as before, will however be continuously assessed with a view to maximizing efficiency and value creation for shareholders.

19. When is this transaction expected to close?

This complex transaction will require both shareholder and court approval as well as support from regulators (e.g. Jamaica Stock Exchange and Broadcast Commission) and we estimate could take between 4 and 6 months to close.

20. How will the success of the transaction be measured?

Success of the transaction will be measured on the level of support gained from the shareholders, the court, employees and the public as well as the merged entity being rewarded with stronger financial performance resulting from greater levels of consumer satisfaction and from expanded products and service.

21. Will there be any disruption in services provided by the two companies owing to the transaction?

No service interruption/disruption is anticipated. 

22. What change will the public see with Gleaner?

The public will know that The Gleaner Company (Media) Limited is now a part of the new media Group but should not see any change in products/ services with the exception of where we publish or refer the registered company we will now have “The Gleaner Company (Media) Limited”

23. How will shares in The Gleaner Company be affected?

Shareholders in The Gleaner Company Limited will receive one RJR share for every share they now hold in the Gleaner Company.  This is accounting for the media business which has been sold by the Gleaner Company to RJR.  For the part of the Gleaner Company that has not been sold to RJR, Gleaner shareholders will continue to hold their present shares in the non-media company (which as a part of the sale agreement is to be renamed “1834 Investments Limited”).

24. How will shares in RJR be affected?

So that Gleaner shareholders can be compensated for the media business that RJR is acquiring from them, RJR will pay the Gleaner shareholders using RJR shares.  To get to 2.4 billion shares that will then be shared equally between the shareholders of both companies, RJR will do a combination of a share split and issues of new shares. 1.2 billion of the shares will be given to Gleaner shareholders as the payment for the The Gleaner Company (Media) Limited subsidiary.

So, RJR shareholders will hold more RJR shares than they did before, however the aggregate value of the shares will remain the same subject to market changes after the split.  The RJR shareholder will now have a stake in a $3billion company as against a $1.5b company.

25. What synergies are expected as a result of the transaction?

There are multiple synergy opportunities arising from this transaction. Where there is duplication in non Human Resources operational expenses (e.g. Fuel, vehicles, transmitter sites, software, insurance etc.), management will seek to remove said duplication through implementing process efficiencies. It is difficult to disclose at this time the aggregate of the projection except to say that your directors are satisfied that they are significant enough to justify the coming together.

26. What do I tell customers/friends about the transaction?

The current global and local economic environments make the merger an exciting opportunity for both companies to pool investments in building out platforms and services in order to become full service multimedia entities operating in an increasingly digital environment. The merger allows for better capital management which ultimately benefits customers and all other stakeholders through greater financial sustainability. 

The coming together will allow the combining of each other’s rich content while developing new and exciting content and keeping pace with industry innovations.
The new company, which remains Jamaican and widely owned by Jamaicans, will be a more efficient operation providing greater opportunities for readers, viewers, listeners; advertisers and employees in a dynamic and exciting environment with great focus on innovation. 

The coming together creates a stronger media company dedicated to serving the interests of the Jamaican people. Simply put the deal makes sense for Jamaica.

27. How does this benefit consumers and advertisers?

The aim of the merged company is to use the combined forces of each company's respective credible and award-winning journalism and other content to better inform, educate and entertain the Jamaican public on things relevant to Jamaicans everywhere. The opportunities resulting from this merger are many, however we are excited at the prospect of expanding advertising options and packages for our clients as well leveraging our content for wider distribution on established and new platforms.

28. Where do you see the benefits for the country?

This merger when approved would have produced the most exciting prospect for expanded business in the Caribbean and Diaspora markets, with a capacity to pull resources together, independent producers and film makers in a model that will accelerate the growth of the Jamaican cultural industries that we have talked about for decades.  It will also be attractive to skilled media personnel seeking to partner in the development of media products in animation, short film productions and other digital media products.  Our credible and award-winning storytelling and journalism and other content creation skills will help make what is in the public interest also saleable, inside and outside Jamaica. 

The benefit to the public will be a more efficient and resourced company better able to service stakeholder needs.

29. Who can I speak with for more information on the transaction?

You can speak directly to the respective managing directors and you can ask further questions by email at rjrgleaner@gleanerjm.com or rjrgleaner@rjrgroup.com .

Updated: August 10, 2015 5:58 p.m. EST