Pressure grows at ICG as second deadline passes

Pressure mounted on the independent directors of Irish Continental Group (ICG) yesterday after the two parties seeking to take…

Pressure mounted on the independent directors of Irish Continental Group (ICG) yesterday after the two parties seeking to take over the ferry group for €560.9 million spurned a second deadline aimed at bringing the five-month saga to an end.

The directors declined to say whether either Aella or Moonduster, which have both offered €22 a share for ICG, had adhered to the deadline of 5pm yesterday to name the highest price they are prepared to pay for the ferry group. Sources close to the two parties said however, that the stalemate remained.

An initial deadline of noon on Thursday was extended until 5pm yesterday after the two parties failed to respond.

They were also required to say what they would do if the directors approved an offer other than their own. Sources close to the situation say the only option now for the independent directors is to refer the situation to the Takeover Panel.

READ MORE

In a stock exchange statement last week, the directors acknowledged that since both Aella, the buyout group led by ICG chief executive Éamonn Rothwell, and Philip Lynch's Moonduster, which comprises One51 and the Doyle shipping group, hold blocking stakes, neither group is likely to succeed in a takeover on its own.

Aella controls 17.19 per cent of ICG and Moonduster 20.38 per cent. Property developer Liam Carroll has built up a 10 per cent stake in ICG though his intentions currently remain unclear.

The directors also said last week that while they were keen to bring the situation to some sort of resolution, there was no guarantee that an offer with an improved certainty of execution would be forthcoming as a result of the latest deadline.

In the absence of any other bidders, it is believed the only other options are for one of the parties to submit a bid high enough to be accepted by the other side, or to make a new offer that requires the bidder to only take control of more than 51 per cent of the share capital. This would have more costly stamp duty implications than the scheme of arrangement process that is currently on the table.

The structure favoured by both Aella and Moonduster requires the successful bidder to gain control of 75 per cent of the target's share capital. Sources say however, that the bidding parties are unlikely to make a move of their own accord and that the intervention of the Takeover Panel is likely to be necessary.

What form any such intervention would take remains to be seen because the circumstances of the current stalemate do not fit under any existing Takeover Panel legislation.

As things stand, the panel's only legal requirement is to ensure that the target company's business is not disrupted for an unnecessarily long period. It will be up to the independent directors to instruct the Takeover Panel to act as a legal enforcer for its requirements. Shares in ICG added 1 per cent yesterday, to close at €24.25, €2.25 above the current offer price.