Brian secures Adcock, ends headache
Bidvest vaults from rank outsider to frontrunner in 10-month battle with Chilean ‘cousin’ for SA’s #2 pharmaceutical group, Adcock Ingram. “If anyone had doubted Mr Joffe’s tactical acumen,” wrote the Sunday Times, “the past few days would have firmly dispelled that notion.” Read how Joffe pulled off the surreptitious coup that will soon be the stuff of boardroom legend…
Bidvest chief executive Brian Joffe told BUSINESS REPORT that what happened next at Adcock Ingram would depend on whether its directors invited Bidvest to join the board; and on the competition authorities’ response to the acquisition of a 34.5 percent stake in Adcock by a consortium of Bidvest and Community Investment Holdings, which has interests in the health-care sector – said today.
“We will be better placed to decide which way we’ll go next week,” Joffe said on Friday after the Adcock annual general meeting (AGM). He said he was not shocked by the trading statement released at the AGM, which revealed that earnings a share for the six months to March would be down by at least 20 percent.
Quite how Joffe pulled off the surreptitious coup
under CFR’s nose, faced with the clock
ticking, will soon be the stuff of boardroom legend
“We don’t know what’s included in the figures, they may include costs relating to the transaction. We bought the business for its potential, not for what it is.”
In: Bidvest set to push CFR aside in bid for Adcock published on Monday, Business Day reported that Adcock Ingram and Chile’s CFR Pharmaceuticals are to hold discussions on the way forward this week after industrial conglomerate Bidvest increased its stake in the South African drug manufacturer to 34.5 percent on Friday.
RIGHT: Joffe at Adcock
AGM last Friday
The increased stake enables Bidvest to single-handedly block the proposed R12.8-bil merger of the drug companies. Adcock’s scheme meetings, set to take place this month could be called off and the deal officially abandoned.
CFR had offered R74.50 per Adcock share in a stock-and-cash deal that would have left the latter’s investors with about 17 percent of the combined entity.
Bidvest and empowerment group Community Investment Holdings (CIH) acquired most of 38-million Adcock shares traded on Thursday. The shares are believed to have been dumped by institutional shareholders Foord Asset Management and 36One Asset Management.
Brian’s tactical acumen
The Sunday Times reported yesterday that “In a dramatic 48 hours last week, Bidvest CEO Brian Joffe vaulted from rank outsider to frontrunner in the ten-month long battle with the Chileans for South Africa’s second-largest pharmaceutical group, Adcock Ingram.
“If anyone had doubted Mr Joffe’s tactical acumen, the past few days would have firmly dispelled that notion,” wrote the Sunday Times.
Joffe first launched the under-performing Adcock Ingram into play last March, putting in an unsolicited bid for the company at around R62 per share — an offer it since upped to R70 per share.
Adcock’s management, led by CEO Jonathan Louw, however, rejected Mr Joffe’s overtures and supported a bid by Chile’s CFR instead, citing CFR’s strong pipeline of products and potential for cross-selling overseas.
But critics said that another key reason for Adcock supporting CFR was that the Chileans would guarantee Mr Louw’s job whereas Mr Joffe wouldn’t necessarily.
Late on Thursday, it emerged that Mr Joffe had spent the better part of the day buying up nearly a quarter of Adcock Ingram, ahead of Friday’s AGM. By the end of Friday, Mr Joffe had roared back into the fray, and held 34.5% of the company, which makes pharmaceuticals such as Panado, Myprodol and Bioplus.
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29 October 2013 – Brian promises orderly exit from Bidvest CE assured the public that he was committed to the group for at least the next two to three years after spooking the JSE which was sparked by his comments about “succession” in the company’s annual report.
1 December 2013 – Howzit, my Cousin, now let’s talk tachlis Santiago-based CFR’s CE Alejandro Weinstein challenged Joffe to a “debate between cousins.” The “cousin” statement could have referred to the fact that both men are Jewish, or that Joffe’s mother was a Weinstein.
At Adcock’s AGM, Joffe sat in the second row of the auditorium, and comfortably fielded questions from the media afterwards, the clear power broker at the meeting. By contrast, Mr Louw sat in the cheap seats at the back, apparently eager not to draw attention to himself.
“The fight is, to all intents and purposes, over,” said Mr Joffe triumphantly after the meeting.
CFR’s offer worth R74.50 per share, is set to collapse as it won’t secure the support of 75 percent of Adcock’s shareholders.
It was always touch-and-go anyway after the Public Investment Corporation (PIC), which held 22 percent of Adcock, had rejected the Chileans’ bid.
LEFT: Weinstein and Joffe certainly display similar characteristics
The PIC eventually explained this was because more value could be extracted by management changes. With CFR out the picture, the pressure is firmly on Louw’s management team.
Quite how Brian Joffe pulled off the surreptitious coup under CFR’s nose, faced with the clock ticking, will soon be the stuff of boardroom legend.
Bidvest’s offer of R70 a share was due to expire on Tuesday, so Foord Asset Management, which held 15 percent of Adcock, decided to sell out.
On Friday, 36One followed suit. This was a remarkable reversal, considering that Foord and 36One had initially supported CFR’s bid.
RIGHT: A poignant-looking Joffe with
senior legal councel David Unterhalter
at Adcock’s AGM in Midrand last Friday
Bidvest’s purchase of nearly 40-million shares for R2.9bn on Thursday resulted in the highest volume trade in a day since Adcock listed in 2008.
It also meant nearly a quarter of Adcock’s entire shares changed hands on that one day.
At Adcock’s AGM in Midrand on Friday afternoon, Mr Joffe was relaxed in an open-neck shirt even though the tension was palpable in the auditorium.
Ultimately, the only blood on the floor was that of Andrew Thompson, a hard-working director and head of Adcock’s audit committee, who was voted out of office by shareholders.
Adcock chairman Khotso Mokhele says that the board believed it had the proper management team in place. Whether Brian Joffe agrees will become clear in the next few weeks.
CFR are now left in a bind: if they walk away, they will have to pay a R50-mil break fee.
Asked afterwards if he planned to take control of Adcock, Joffe said diplomatically: “I don’t know what control is … we would like at some point to play some strategic role in the future of Adcock. A lot depends on competition issues … it’s a bit uncertain at the moment but I expect that over the next week or so the position will become more clear.”
He said the company was in need of some tender loving care and that Bidvest would engage with management and try to rebuild bridges.
Pundits, however, believe that some of the directors who crossed Joffe’s path may soon have to make new plans. “Wait until he gets inside that box,” said an insider. “The fundamental mistake is that [CFR] took too long … the reason they couldn’t close it out is they didn’t have the money. If they’d come with cash …”
With a new influential shareholder taking the reins, some board members and executives may leave voluntarily, unless they buy into Brian’s vision.
Hostage crisis hits close to home for Cape Town rabbi
It was the middle of the night when Cape Town Progressive Jewish Congregation’s (Temple Israel’s) Rabbi Greg Alexander (Rabbi Greg) heard that a fellow faith leader was being held hostage in a Texas shul on Saturday, 15 January.
Although the shocking event was unfolding across the oceans, it hit hard as he realised he knew the rabbi being held hostage.
“Suddenly the world felt small again. It took a moment to register that this was happening,” says Rabbi Greg. Rabbi Charlie Cytron-Walker and his congregants escaped around the same time that an elite FBI (Federal Bureau of Investigation) hostage rescue team breached the Beth Israel Synagogue in Colleyville, Texas, after an 11-hour standoff. The hostage-taker, Malik Faisal Akram, was killed.
“My wife, student rabbi Andi, and I met Rabbi Charlie in 2001 when we lived in Jerusalem,” recalls Rabbi Greg. “Andi and Rabbi Charlie’s wife, Adena, studied together at the liberal Bet Midrash on King David Street. Rabbi Charlie was a rabbinical student. We spent some Shabbatot together, and stayed in touch when they went back to the United States and we moved to London.
“We met them at the height of the Second Intifada when there were bombings in Jerusalem,” he says. “It was a time of fear and uncertainty then, and I can’t imagine what it must have felt like now to be in that synagogue, or for her watching and waiting…”
“We haven’t seen Charlie or Adena for nearly 20 years even though we have followed each other online, and have gone in similar directions in our rabbinic work,” he says. “They are such amazing people, and are working every day for a better world. It’s so important to know in talking about this attack that of the many social-justice causes he initiated, his synagogue has specifically reached out to local Muslim communities and hosted them for Ramadan.” Temple Israel has done the same.
As the hostage crisis unfolded during an online Shabbat service, Rabbi Greg was alerted to the news a million miles away in time and place, late on Saturday night (South African time).
“We found out while Rabbi Charlie was still being held with the other hostages in the synagogue. The network of progressive rabbis around the world were all sharing what little information they could find, and we watched with horror to see what would unfold. Many people davened for their safe release. Of course, you immediately think of your own shul, wondering if it could happen to you. We are blessed in South Africa not to have experienced the levels of antisemitic violence we have seen in Europe or America, but that doesn’t mean it can’t happen here. Please G-d it won’t, ever.”
At times like this, “his synagogue could be any synagogue”, he says. “When something happens to one of us, it happens to all of us.” In fact, when Rabbi Greg posted on Facebook that he was praying for the safety of Cytron-Walker, a local Chabad rabbi commented on his post, “We are all praying for their safe release. Please G-d we will hear good news soon.”
Rabbi Greg says Cytron-Walker is “the definition of a good guy – a mensch of the first order. He’s kind, generous, and quick with a smile. As a rabbi, he has always emphasised peace work, social justice, and interfaith work. Everyone has commented on how calm and unflappable he was throughout the crisis.”
He says this isn’t the time to lose hope in connecting with other communities. “We will continue to reach out to our interfaith partners to build bridges of understanding in our local community.”
Asked if he ever imagined something like this happening in the shul of a fellow rabbi, Rabbi Greg says, “I’m well aware of how incidents of unapologetic Jew-hatred have increased in the world in the past decade. Ten years ago, nobody thought we would be living through this kind of violence and verbal attacks, but it’s now sadly commonplace.”
In fact, after the deadly Pittsburgh attack in which 11 Jews were murdered in the Tree of Life Synagogue on 27 October 2018, Cytron-Walker wrote to people from other communities who had supported his congregation by expressing their grief.
“When I heard about the deadly attack in the middle of our Sabbath service, the feeling was all too familiar,” he wrote at the time. “The emptiness and the pain, the anger and the helplessness. Too many times in Jewish history we faced tragedy without love or support. Too many times to count, we were left to pick up the pieces of tragedy and destruction. Believe me, the love and support matters. It’s something we all should be able to expect of each other. Thank you for helping us through these dark times. Thank you for standing together. When it comes to hatred and violence, we must all stand together.”
In the aftermath of his own ordeal, he once again thanked others for their support. “I’m thankful and filled with appreciation for all the vigils, prayers, love, and support, all the law enforcement and first responders who cared for us, all the security training that helped save us. I’m grateful for my family. I’m grateful for the CBI [Congregation Beth Israel] community, the Jewish community, the human community. I’m grateful that we made it out. I’m grateful to be alive.”
His words echo that of a psalm which Rabbi Greg says is one to remember at this time. “Psalm 116: 7-11 from the full Hallel in Rabbi Edward Feld’s beautiful translation in Siddur Lev Shalem reads: “‘Be at ease,’ I said to myself, ‘for Hashem has done this for you.’ You have saved me from death, my eyes from tears, my feet from stumbling; I shall walk in G-d’s presence in the land of the living.”
“I hope Rabbi Charlie and the congregants taken hostage can ease their hearts with Hallel psalms,” Rabbi Greg says. “There’s nothing like tehillim for articulating how it feels to be freed from terrible danger.”
Israel hatred sours drawn-out Clover strike
Israel is being used as a political football by striking workers, unions, and the anti-Israel lobby in the protracted domestic labour dispute with Clover, which has entered its ninth week.
Clover was acquired in 2019 by a consortium called Milco SA, which is led by Central Bottling Company (CBC). CBC is an Israeli-based manufacturer and distributor of soft drinks, dairy products, and alcoholic beverages.
The merger was complicated from day one as anti-Israel lobbyists attempted to scupper the much-needed R4.8 billion deal.
Essentially, when the merger was unfolding, Clover made commitments to the South African competition authorities to create more jobs and protect existing jobs. However, the company has now embarked on a series of retrenchments arising from the restructuring of its operations.
Disgruntled workers have downed tools for nearly 10 weeks in protest over, among other things, restructuring, non-payment of bonuses, retrenchments, job losses arising from crippling factory closures, salary cuts, and working conditions that have allegedly worsened over the past two years.
It’s messy, and the relationship between workers, unions, and Clover may sour further with no end in sight. The anti-Israel lobby has jumped on board from the start, lending its voice to the strikes.
It should be noted that job losses were identified by Clover before Milco approached it with a merger proposal.
Trade unions representing Clover workers, including the General Industries Workers Union of South Africa (GIWUSA) and the Food and Allied Workers Union, said hundreds of workers had already been dismissed, while hundreds more had accepted voluntary severance packages. They said more jobs were under threat.
Clover has reportedly said it has “explored all possible avenues to minimise retrenchments”, but cannot avoid lay-offs.
In a statement, the company said retrenchments were “necessary to enhance Clover’s resilience for the benefit of its collective stakeholders”. The company, it said, “had been subject to a difficult trading cycle for several years, where economic growth has been poor, costs have generally been rising above inflation, and consumer spending has been subdued. COVID-19 has added to these pressures and the uncertainty faced.”
Striking Clover workers marched through the Johannesburg city centre on 18 January, stripping Clover products from shop shelves including places like Checkers, and leaving them in shopping trolleys.
Last week, there were similar scenes of chaos at shops such as Pick n Pay selling Clover products in Observatory, Cape Town.
Among many demands, the workers are insisting that the company stop plans for further retrenchments and reinstate all workers. They also want it to be independent of the Israeli CBC. Calls have also been made for nationalisation of the company.
Political economist Phumlani Majozi said that while workers had a constitutional right to mobilise and push for their demands, it was important to look at what motivated this particular strike.
“The matter has been politicised, which is a bad approach from our unions, but it’s not surprising. Any labour dispute shouldn’t be politicised because then the dispute gets tainted. Going into the issue of Israel and Palestine isn’t going to help their members secure jobs,” Majozi said.
“Going into shops and causing chaos will obviously have a negative impact on Clover, and this will definitely have an impact on jobs and there will be more job losses. It’s sad that this issue is being politicised, and it’s sad there are some politically motivated movements that have joined in the strike to push their agenda. It’s disappointing.”
The South African Zionist Federation (SAZF) this week said it was “disturbed” by the “trite attempt” by the Boycott Divestment Sanctions (BDS) movement to exploit a South African labour dispute to pursue its own nefarious, antisemitic agenda.
SAZF National Chairperson Rowan Polovin told the SA Jewish Report, “The retrenchments and wage cuts which have brought about the strike are, for BDS, merely an afterthought in its fervent pursuit of demonising Israel in cases where the connection can only be described as diluted.”
Polovin said Clover was owned by a subsidiary of Israel’s CBC, and it was patent that at its core, this was a local labour dispute.
“Lacklustre attempts by BDS have been made in an attempt to shoehorn Israel into the fray of this matter by stating unfounded conspiracy theories. Chief among these bizarre allegations is that Israeli companies are attempting to flood the market with Israeli dairy products in order to destroy local industry, akin to cases that are already plaguing the global South,” he said.
“Furthermore, BDS has accused Israel’s CBC of breaking international law, this claim of course being made without justification. These allegations are entirely baseless, and one can quickly deduce the true intentions of the BDS when they are forwarded.”
Political analyst Daniel Silke said industrial action in South Africa including strikes and worker unrest applied across a variety of industries and companies, so it wasn’t necessarily peculiar to a company with Israeli ownership or shareholding.
“However, the fact that there’s an Israeli connection certainly makes Clover a little more susceptible to industrial action,” Silke said.
“Trade unions here are vehemently anti-Israel and take a pro-BDS standpoint. The Israeli connection adds a degree of militancy and mobilisation to any kind of industrial action. Companies with an Israeli connection will find that if there is industrial action, it could take on more sinister or difficult global overtones rather than just being a domestic industrial or labour issue.”
Labour expert Sara Gon from the Institute of Race Relations said that in terms of the Labour Relations Act, a company was entitled to restructure if it was inefficient, costly, or overstaffed. “This is contrary to what’s being said in public-sector strikes, where the impression has been given that restructuring and retrenching is unlawful.”
She said management was entitled to embark on these actions if it believed it would benefit the larger company.
However, a company has to consult with employees and/or their representative trade unions and justify its actions and consider the views of employee representatives.
“Clover management has said trading conditions are difficult with poor economic growth, rising costs, and subdued consumer spending. For these reasons, a review of all aspects of Clover’s business was undertaken, which led to the difficult decision to restructure,” Gon said.
“GIWUSA has objected to Milco’s involvement in Clover since 2019 ‘in solidarity with oppressed people of Palestine’. The demands probably come more from the unions than the employees, because of the intensely anti-Israel stance taken by the federation they belong to, the South African Federation of Trade Unions.
“The DTIC [Department of Trade, Industry, and Competition] approved the takeover of Clover by Milco, and has no authority to interfere with the ownership or otherwise of the company.
“The anti-Israeli position is standard fare, but the two-month long strike is more puzzling in that not only will wages be lost over the period of the strike, it could aggravate trading conditions and result in more retrenchments.
“On the other hand, one can understand the desperate need to keep as many jobs in this punishing climate. The need to keep the company in existence is, however, paramount,” Gon said.
More rolling mass action is expected.
‘Happy-go-lucky’ twins’ tragic deaths raises questions
Identical twin brothers Leonard and Jason Rom – inseparable in life and death – were laid to rest side by side on Sunday, 16 January, at Westpark Cemetery on a bleak, grey morning attended by a small gathering of mourners.
No one knows exactly what pushed the brothers, aged 44, to take their lives in a dramatic, seemingly macabre, and grisly finale to what must have followed months of anguish, desperation, and despair.
Devoted to each other from birth until their dying minutes, the Rom brothers’ bodies were found on 10 January in their company-branded car in Simon’s Town, about 35km from Cape Town.
The bodies of Jason’s four beloved bulldogs, Hercules, Franky, Gucci, and Coco, were found with them in their small Peugeot. Attached to their car was a trailer containing all their belongings. Both divorced, Leonard leaves behind two young children, a boy and a girl.
His distraught son clutched onto the trolley carrying his father’s coffin for what seemed like forever as the twins’ coffins were wheeled side by side to their final resting place.
According to reports, Simon’s Town police were called to the scene at about 08:30, where they found the brothers with gunshot wounds to their chests. They were declared dead on the scene by paramedics.
Captain Frederick van Wyk told the SA Jewish Report that the circumstances surrounding the deaths are under investigation, and an inquest has been opened.
The Roms’ untimely and sudden deaths have left many reeling in utter disbelief. Those who knew them were aware that the brothers were extremely close and did everything together. They lived together and were in business together as the former owners and partners of 1 Two 1 Cellular, a cellphone repair company in Craighall Park, Johannesburg.
“They couldn’t live without each other. I have never seen a brotherly bond like this,” said their friend, Quentin Neuper, who described them as fun-loving, warm, and friendly.
“They were awesome guys. I adored them. They would go out of their way to help customers, often driving to their homes. Every time I was in the shop, they made me laugh and made my day.”
He said Jason loved his dogs “with his life”. “They were his everything. They both loved animals. We are all trying to make sense of this.”
The brothers apparently didn’t leave a note, but no sooner had news of their passing spread, so too did rumours and wild speculation.
Was it a hit? Was it a robbery gone wrong? Were they on the run? Was it a moment of blind madness fuelled by drugs or alcohol? Were they simply in too deep, above their heads? Or did they fall prey to the endless cycle of depression and anxiety exacerbated by the brutal COVID-19 pandemic?
The twins may have taken the answers to their graves, but they have left behind loved ones hanging on to lasting memories.
Jason’s ex-wife, Monique Cardona, told the SA Jewish Report that she last spoke to Jason about two weeks ago. She kept in regular contact with the brothers, even though she had been divorced from Jason for 10 years.
“I’m shocked, this was totally unexpected. They seemed ok, things were hard, but they weren’t more down than usual,” she said.
“They weren’t just brothers, they were best friends, attached at the hip. They even wore matching clothes sometimes and always had this way of making people smile,” she said fondly. “They came as a package deal, and always ran things by each other.”
She’s aware they had sugar diabetes and heart issues, but they never spoke about depression. She said as far as she knew, they wanted to make a new life for themselves and start over.
Initial reports last week suggested the brothers were tourists in the Mother City, but it has since been established that this wasn’t the case.
There was no summer holiday for the beleaguered twins, who had experienced financial difficulties in recent years to the point of closing their shop and working from home. It’s believed they left Johannesburg a few months ago in the hope of starting a new life after a series of financial blows which left them with few options. Some said they were thinking of starting a food-truck business.
Their company was once successful and thriving with clients far and wide. It was even rumoured they assisted Oprah Winfrey on one of her visits, and the company was once nominated for a 702 small business award.
Things were good for a while, said friends this week. They were known for miles around for providing excellent, personal service. Jason took care of the customers in the front of the shop, while Leonard was the technician.
Having started out in the early 2000s, the company grew steadily. Sadly, the business took a few knocks, and after some time, Jason sold his house in Fairmount, just a few houses from Leonard’s house. It’s believed a series of break ins, some bad luck, and the pandemic finally took their toll. Relationships fell apart, and the close-knit brothers lived together before deciding to try their luck in Cape Town sometime last year.
Customers this week praised the pair for their expertise and professional service, many recalling their jovial, friendly, and good-humoured demeanour.
“This is a story I cannot get my head around,” said Rabbi Shaul Bacher, describing their passing as “a calamity” and a “tragedy of such magnitude”. Speaking at the funeral, he said, “There are no words to give comfort.”
Bacher said it was “hard to believe” that both brothers were in such a bad way that neither could see a way out or persuade the other that they were making a grave mistake.
“I work in drug rehabilitation, I have seen depression, but I have never seen something like this. You can’t make this up,” said Bacher.
Like most, the rabbi is dismayed at the circumstances surrounding their passing. “None of it makes any sense,” he said, urging the urgency of addressing depression and anxiety.
“All of this is hard to fathom, but we need to take something from this that will encourage those in need to reach out and get the help they desperately need. People should also make it their business to become aware of those suffering around them.”
The twins’ half-sister, Beverley Mans, who lives in Israel with their sister, Sharon Slimowitz, said the family was heartbroken and in shock. “We are all devastated beyond words, we can’t believe it,” she said.
“They were such happy-go-lucky boys, we cannot believe what transpired. Whoever you ask is in total shock. They didn’t say much, we know times were tough for them as for everyone else. They wanted to start a new life in Cape Town.”
She said the Rom boys were born in Johannesburg, and made aliyah with their late mother in 1994. They returned to South Africa, where they were first involved in the towing business before starting 1 Two 1 Cellular.
Their loved ones are waiting for the results of the inquest, hoping it will help them to reach closure.
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