Former Independent News & Media chairman Leslie Buckley told the company's biggest shareholder Denis O'Brien that the decision to refer the company's proposed takeover of Celtic Media Group to the Broadcasting Authority of Ireland after being cleared by the competition regulator was unprecedented.
Mr Buckley, then INM chairman, texted Mr O'Brien on January 12th, 2017, after Minister for Communications Denis Naughten officially announced he was referring the takeover to the BAI, two months after they first learned of his intention through a private telephone conversation he had with an INM lobbyist.
Explaining his account of the telephone call and referral, Mr Naughten told the Dáil yesterday he had expressed “a purely personal view” in conversation with the lobbyist Eoghan Ó Neachtain – on a phone call on either November 10th or 11th, 2016 – that his “likely course of action” would be to refer the takeover “in light of the scale of the proposed acquisition”.
Mr Naughten said that there was “nothing wrong or inappropriate” with him saying to “anyone or to the public that if the plan for the merger continued I would take advice on sending it to the BAI”.
Two months later, Mr Buckley thought the referral to the BAI was unusual.
‘Just sign’
He told Mr O’Brien in the text message that the takeover was “cleared by the competition authority and normally on that basis the Minister would just sign”.
“This is the first time that having been approved by the competition authority that it is referred to the BAI,” Mr Buckley added.
Referring to BAI chief executive Michael O’Keeffe, Mr Buckley told Mr O’Brien he thought Mr O’Keeffe was “the type of guy that won’t be pushed around”.
Director of Corporate Enforcement Ian Drennan has claimed Mr Buckley's text was one of nine communications from Mr Buckley to Mr O'Brien in which he shared information that may be defined as "inside information" relating to a public company and, as a result, that he may have breached stock market rules.
Legal papers filed by Mr Drennan in his bid to seek the appointment of High Court inspectors to INM reveal confidential contacts between various parties, including Mr Naughten, with interests in the merger.
Lengthy statement
Mr Naughten made a lengthy statement to the Dáil in response to The Irish Times revealing yesterday that Mr Drennan raised significant concerns about communications, including Mr Buckley’s sharing the Minister’s plans for the takeover with Mr O’Brien from the Ó Neachtain telephone call.
Mr Ó Neachtain told The Irish Times yesterday that he “did not disagree with a word that was said by the Minister” in the Dáil.
The Minister told the Dáil that Mr Ó Neachtain, a former government press secretary, phoned him in advance of the Competition and Consumer Protection Commission (CCPC) telling the Minister that it would not be blocking the deal.
Mr Ó Neachtain told this newspaper this week that he was hired by INM to find out the Minister’s reaction to that decision and to see if he intended to refer the deal to the BAI. He stressed he was not lobbying for the Minister’S approval.
Mr Drennan's affidavit says Nigel Heneghan, managing director of the PR firm where Mr Ó Neachtain works, shared details of the November telephone call with the Minister in an email to Mr Buckley at 9.36am the next day.
Mr Heneghan wrote that the Minister said that based on the advice of his officials he would refer the deal to the Broadcasting Authority of Ireland for review because of the level of cross-media ownership by Denis O’Brien, INM’s biggest shareholder.
‘Highly confidential’
"The information, following Eoghan's call with the Minister which happened yesterday afternoon, is based on advice from his officials, he will pass it to the Broadcasting Commission [sic] of Ireland for review, because of the overall ownership of print and broadcast titles by DOB [Denis O'Brien]," wrote Heneghan.
Mr Heneghan told Buckley the information was “highly confidential as the Minister has not been officially informed yet of the CCPC decision.”
Mr Buckley forwarded the email to Mr O’Brien at 10.07am, the Drennan affidavit shows.
Despite Mr Naughten flagging his likely plans to Mr Ó Neachtain, the Minister told The Irish Times in an interview 12 days later that he had not yet looked at the deal. He told the Dáil on December 6th, 2016, he had not yet made a decision.
Mr Naughten told the Dáil yesterday the proposed merger reached him on November 21st, 2016, after the CCPC ruling and that his officials recommended on January 4th, 2017, that it be referred to the BAI.
Media plurality
The referral was official approved by him on January 10th, 2017, and then announced.
The BAI was given 80 days to examine if the takeover would damage media plurality in Ireland given it would have increased INM’s ownership of regional newspapers from 13 to 20.
Asked if he had any other contact with INM staff, Mr Naughten told the Dáil that, in May 2017, he met Mr Buckley at an INM data conference at the RDS in Dublin. They engaged in small talk, he said.
The following month, INM and Celtic called off their proposed merger, just before Mr Naughten was due to consider the BAI’s report.
