The members of the Irish Trade Protection Association (ITPA) who meet at noon today to consider their future should be both sad and glad. Sad; because there is no unanimity in their choice of partner for the future. Glad; because a number of groups are interested in taking it under their wings.
Unlike the last extraordinary general meeting which was abruptly abandoned because of the temporary injunction obtained by the association's president, Mr Paul Mackay, this one should have the capability to discuss the important issues which will determine its future. The ITPA board has decided that Mr Frank Nowlan, its vice-chairman, rather than Mr Mackay, will chair the meeting.
First item on the agenda is a resolution to approve the conditional offer (effectively £410,000) by Experian, a British credit agency. A rigid chairman could rule discussion on any adjacent business to be out of order. However, it could be in the association's interests to allow a full discussion on all the other options before putting that first resolution to the meeting. They include the conditional offers for the assets, or proposals of strategic alliances, made by the other parties. So how do these stack up? Dun & Bradstreet, publisher of Stubbs Gazette, its main rival in the Irish market, has sought a strategic alliance. Failing that, the group said it would pay £350,000 for the business and goodwill of the ITPA.
Dun & Bradstreet has argued that ITPA could continue in business as a separate entity while sharing data collection and technological resources with Dun & Bradstreet. To back up this contention the group has noted that it has successfully operated a similar arrangement for a number of years in another European country. It has also claimed that its bid exceeds Experian's by £120,000. The ITPA has countered that Dun & Bradstreet is not familiar with the details of the agreement with Experian or of the assets and liabilities being taken over. It should clearly spell out these details to its members. While Dun & Bradstreet gives employment guarantees for two years, rationalisation would have to take place for it to gain the maximum benefits from a merger. Also permission for such a merger to go ahead could be turned down by the regulatory authorities because of the dominant position the enlarged grouping would have. Interface Business Systems (IBS) is interested in a merger of the two businesses and has asked for a period of discussion to examine the feasibility of a proposal. The advantages, according to IBS, would be the "critical mass", and that it would remain Irish owned. IBS has asked the ITPA members to vote no to the deal with Experian. Private Research, the publisher of Private Research and Irish Stock Market has made a cash offer of £600,000 for "certain assets" of the ITPA. Under these proposals, it is understood that ITPA members would also retain an investment of £250,000. This is the highest monetary offer. Private Research believes that the ITPA staff and customers would best be served by remaining in Irish ownership.
The Irish Small and Medium Enterprises Association (ISME) wants time to "discuss the advantages" of an alliance with the ITPA board. It notes it has no borrowings and is conservatively valued at over £0.5 million. ISME has many common members and wants the current proposals to be rejected. A simple majority will not be sufficient to approve the deal with Experian. Instead, for the proposal to pass, there will have to be a 75 per cent majority. That will be a difficult, but not an insurmountable, barrier, particularly as there is a vocal opposition, headed by the association's own president. He had a vested interest. Mr Mackay headed a consortium which made a previous proposal to ITPA which was rejected. Also, a board meeting of the ITPA passed a vote of no confidence in him as president because of his stated intention to oppose the Experian proposal which had been agreed by the majority of the board.
However, that is all the more reason why there should be an active debate on the alternative routes that ITPA can take. Obviously as most of ITPA's members are companies, the financial consideration will not be the most important. A few hundred pounds is not going to alter a member's views; the future direction of ITPA will be far more important. A healthy debate this morning on the merits/demerits of all the interested parties, followed by the resolution on the conditionally agreed deal with Experian, would be the best way forward for the ITPA.