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Irish Continental Group faces a critical extraordinary general meeting where shareholders will vote on a €1.2 billion management buyout offer. The decision is expected to be tight, with the stock price currently below the proposed €8 per share offer, indicating market skepticism about the deal's fairness.
Irish Continental Group, owner of the James Joyce ferry, holds an extraordinary general meeting on Thursday on a takeover bid from management. Photo: Tom Honanshares closed on Wednesday at €7.44 a piece – 7.3 per cent below the €8-a-share offer on the table at Thursday morning’s extraordinary general meeting from a management buyout team led by chief executive Eamonn Rothwell.
It suggests the market sees a narrow path for the deal to be approved, even if there is meaningful risk that it is voted down, based on probability models beloved by merger-arbitrage funds that swarm takeover targets, according to market sources. This also takes into account where the ferry group’s stock was trading before news of the bid in July.
The independent board’s decision two weeks ago to postpone the vote by 13 days – despite an outcry from some dissenting shareholders who view the offer as undervaluing the group – has given the €1.2 billion offer every chance of success. Holders of about 20 per cent of the stock had not filed votes by a deadline before the original EGM on August 28th. The management team’s 23.7 per cent stake in ICG, which operates, is excluded from the vote.
It requires at least 75 per cent approval of those who do vote to go through under a so-called scheme of arrangement structure overseen by the High Court. State wants us to be tech-savvy, but the problem is we do not trust technologyBord Gáis puts budget squeeze on Harris and Chambers with price increase ICG admitted before adjourning last month’s meeting that it was set to fail.
But it said the time that it was aware of at least one instance where a shareholder had wanted to change a vote they had cast against the deal ahead of initial deadline. It also insisted it had received requests from certain private and institutional shareholders for more time to consider their position, having had difficulties in properly casting their votes within the initial time frame allowed.
The Irish Times reported last week that two likely kingmakers had emerged: Paris-based DNCA Finance, which has a 3.36 per cent stake and is known to be the investor that ICG was referring to as having changed its stance; and businessman Eamon Waters’s Sretaw investment vehicle, with a 3.79 per cent equity stake. Sretaw kept ICG guessing before the original EGM by not voting in advance by proxy. It remains to be seen if it voted early this time around.
ICG, meanwhile, has decided not to allow journalists to attend the EGM – a highly unusual move for a publicly listed company. It’s hardly a great look for a company being sold to insiders in a process overseen by a chairman, John B McGuckian, who’s been on the board for 38 years. Online holdout Primark launches delivery service in UK to arrest sales slumpThe Airbnb equation has stopped adding up for Europe
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