Case No. 8207-22 PanJam and Jamaica Producers. M&A Case Report

In November 2022, PanJam Investment Ltd (‘PanJam’) and Jamaica Producers Group (‘JP’) entered an amalgamation agreement that would effect a combination of the material assets of both companies. The amalgamation would result in JP’s operational assets and liabilities being transferred in a new subsidiary JP Holdings Limited and JP transferring the shares in JP Global Holdings Limited to PanJam. In consideration, PanJam will transfer shares to JP which will then hold 34.5% shares in PanJam.

The transaction was reviewed by the FTC pursuant to section 17 of the Fair Competition Act (‘FCA’), which prohibits an agreement that contains provisions that have as their purpose or have the effect or likely effect of substantially lessening competition in a market. The FTC’ assessment indicated that amalgamation agreement involved parties that do not compete against each other in any market. Additionally, the FTC determined that amalgamation agreement does not contain any provision which has as its purpose the substantial lessening competition in any market. Neither does it have nor is likely to have the effect of substantially lessening competition in any market. It was therefore concluded that the amalgamation agreement does not breach section 17 of the FCA.

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