Mailpac cuts $900 million off My Cart price, seeks approval to issue shares to close deal

Mailpac Group Ltd. will ask shareholders to approve issuing 50 million shares to complete its acquisition of former rival My Cart Quick Ltd., a deal whose value has been cut by three-quarters from the amount the company previously recorded.

Shareholders will vote on Resolution 6, which covers the share issue, at the annual general meeting on November 4, according to a notice posted to the Jamaica Stock Exchange in the week. The shares would be issued on top of cash already paid.

“That’s what it is,” Khary Robinson, Mailpac’s Executive Chairman, said in response to Financial Gleaner queries. “The issuance of the stock to the My Cart shareholders.”

Earlier disclosures contemplated an all-share deal valued at $1.21 billion, with founders Kamar Palmer and Aldane Smith expected to receive shares. It was reported in June that the price had been changed to $243 million in cash plus 50 million shares.

Mailpac’s audited financial statements for 2025 put the revised price at $364 million, $243 million in cash, paid in April 2026, and shares valued at $121 million. The deal had been “previously recorded” at $1.27 billion, a cut of $902 million, according to the statements, which were audited by Crichton Mullings & Associates.

“Under the revised agreement, the original settlement term was replaced with a payment comprising cash of $243 million and the issuance of 50,000,000 ordinary shares, which resulted in a total revised consideration of $364 million,” the notes say.

Robinson didn’t immediately respond to further queries from The Financial Gleaner on why the company cut $902 million from the deal’s value.

The notes treat the cut as an “adjusting event”, meaning it is reflected in the 2025 results. They say the decision to accept “substantially less than the original recorded consideration” was reached before Mailpac’s December 2025 year-end, though “no legally binding agreement” had been executed by then.

The notes also say the revision “arose solely from a decision to change the settlement amount” and was “not driven by any change in the underlying financial performance of My Cart.”

Mailpac’s 2.5 billion issued units closed at $2.30 on Friday, giving it a market value of $5.75 billion.

My Cart already contributes to Mailpac’s accounts. The company acquired its assets effective April 1, 2024, and carries $689.5 million of My Cart goodwill, along with $173 million for the trade name and $352 million for customer relationships.

For the six months to June 2026, revenue rose 15 per cent to $1.64 billion. Operating profit rose 26.5 per cent to $322.7 million, and net profit rose 21 per cent to $163.9 million. The company ended June with $957.9 million in cash. Mailpac’s capital totals $1.8 billion from $770.6 million a year earlier.

neville.graham@gleanerjm.com