Business Opinion:  Looking at the goings on of last Friday it is hard to escape the view that Ryanair is laying the groundwork for a tactical retreat from an ill-judged tilt at Aer Lingus.

Why else proceed with an offer pitched at a price that is doomed to failure? And at the same time go out of your way to alienate the one block of shareholders on whose support the bid, by your own admission, depends on.

But this is exactly what Ryanair appeared to do.

While its €2.80 bid is indeed at a premium to the flotation price of €2.20, it manifestly is not going to win control of Aer Lingus. But, if you were to suspend disbelief and presume that it could, this would still require the Employee Share Ownership Trust (Esot) which controls 12 per cent of the company coming on board, which seems unlikely at €2.80 or any other price.

But, as Ryanair points out, it is not an impossibility given the obligation on the Aer Lingus Esot trustees to fulfil their fiduciary duty to all the members of the trust, which is not necessarily the same thing as doing what the current Aer Lingus staff and their unions want.

The fact that some of the trustees are union officials makes the situation more complex but they, and we, have been here before, most significantly at Eircom.

It is clear from what happened at Eircom that the Esot trustees have huge discretionary powers over the assets of the trust. There is more than a touch in their role of de Valera-style looking into their hearts to know what's best for the people.

At Eircom, the Esot, under the lead of Con Scanlon, took the view that they had found themselves in a situation that was not of their making and they had to make the best of it. And their interpretation of making the best of it was to act in a way that increased the assets of the trust and put the trustees in a position to influence the future value of their assets.

Thus they accepted a bid from Valencia and then went on to do a deal with Babcock & Brown. Neither deal could really be said to have been in the national interest, the trade union movement's interest, and arguably even in the Eircom worker's interest. But both deals have seen the Eircom Esot members get richer - and the game is not over yet with the splitting of Eircom already on the table.

It would seem pretty clear then, that when it comes down to it, the Aer Lingus Esot has to act independently of the interests of the Aer Lingus unions and indeed the employees, other than in their capacity as members of the Esot. Now that Ryanair has offered a tax-efficient alternative to its bid, the Esot must give it very serious consideration.

The net issue for them is what is likely to see the Esot assets increase: swopping its Aer Lingus stake for a stake of the same value in Ryanair - Europe's most successful airline - or blocking the takeover and running the risk of a big fall in the value of their holding in Aer Lingus as Ryanair goes on the rampage next year?

It's a tough call and would be even tougher if Ryanair was to up its bid. But should the trustees find their fiduciary heads at odds with their Aer Lingus hearts, they have a way out. They can put the issue to a vote of members, which they could choose to interpret as a mandate.

The presumption is that any such vote would be for rejection of the Ryanair offer, although as Ryanair points out former employees and some younger employees might be swayed by the money on offer.

And this is what makes last Friday's comments from Ryanair so hard to fathom. While Ryanair is correct to say that there is no point trying to sugar-coat an offer that is unpalatable to so many, there seems little to be gained by rubbing the noses of others in it with talk of job cuts and gratuitous insults.

What chance Ryanair has of winning a Esot vote, or even denying it a clear mandate, could not have been helped by the tenor of last Friday's remarks.

Which brings us back to the point that it really looks as though Ryanair is getting ready to fold its tent and move on, with a sizeable shareholding in Aer Lingus retained as part of a strategy for minding its back in Dublin.

The true audience for last Friday's comments on this analysis was probably Ryanair shareholders concerned that the company had lost its way and gone a bit soft.

But it really would be surprising if this was the case. Nothing has happened since Ryanair launched its bid that was not predictable from the outset, bar Denis O'Brien's intervention, although something like it was always on the cards.

The assumption then must be that Ryanair is pretty much where it expected to be and has a plan based around running down the clock on the current bid. Two things are worth noting: the issuing of the offer document today starts the clock running on the competition clearance issue; and Ryanair has gone to some pains to leave the door open for a higher bid, including clarifying some clumsy phrasing used last week by one of its executives.

Once there is some clarity around the sort of conditions that Brussels will attach to clearing the takeover of Aer Lingus - such as surrendering slots and separate corporate structures etc - it will be possible for Ryanair to really put a value on Aer Lingus. And at that point Ryanair could be able to justify to shareholders putting a bid on the table that the Esot would find hard to turn down.