Atlantic bluefin tuna – giants of the sea reaching up to two metres and 350kg – have been making a striking comeback off Ireland’s coast, with sightings surging around this time of year over the past decade thanks to international conservation efforts to protect the once-overfished species.
Feeding on herring, mackerel and other schooling prey, these creatures can live up to 40 years, making them among the longest-living fish to be found in Irish waters.
The species has also lent its name to one of Ireland’s biggest corporate deals of the year, with Irish Continental Group (ICG) chief executive Eamonn Rothwell naming Bluefin Bidco as the vehicle that last week launched a €1.21 billion takeover bid for the ferry operator he has led for almost four decades.
Rothwell’s story, like that of the fish itself, is one of endurance. A previous attempt to buy the listed Irish Ferries owner 19 years ago ran aground when developer Liam Carroll and a consortium led by businessman Philip Lynch’s One51 and Doyle Shipping each built up stakes, triggering a months-long takeover battle that ultimately ended in a stalemate.
His rivals, who were primarily drawn to the development potential of ICG’s Dublin Port site – held under a long-term lease – were later forced to sell their stakes during the financial crisis to reduce debt, crystallising substantial losses.
Over the past decade, Rothwell has had to grapple with exchange rate volatility resulting from the 2016 Brexit vote, a share price mauling in 2018 amid delays in the delivery of its WB Yeats ferry and technical issues with its Ulysses vessel, the Covid-19 pandemic and implementation of the UK-EU divorce deal in 2020, fuel price spikes, and cancelled and diverted sailings amid damage caused to Holyhead Port by Storm Darragh in late 2024.
But while rivals such as P&O Ferries and Brittany Ferries were particularly hit by the pandemic, which they went into with high debt levels, Rothwell’s well-managed balance sheet at ICG allowed it to make an opportunistic move on to the route between Dover and Calais from 2021.
Now 71, the ICG board member since 1987 and CEO since 1992 has structured his €8-a-share management buyout (MBO) deal in a way that allows him to take some money off the table.
Rothwell owns 21.8 per cent of ICG, valued at €264 million by the bid. Other members of the buyout team – ICG’s chief financial officer David Ledwidge, the head of the Irish Ferries division Andrew Sheen, and Declan Freeman, managing director of the container and terminal unit – own a further 2 per cent between them.
They plan to cash in a third of the value of their combined holdings – amounting to €87.3 million for Rothwell and €2.7 million for his partners – and roll the remainder of their equity into the deal.
Bluefin will also be funded by €455 million of preferred equity provided by US investment giant BlackRock’s Global Infrastructure Partners and €798 million of loans and credit facilities from BNP Paribas and Banco Santander.
The deal places a 25 per cent premium on ICG’s shares compared to the average price at which they were trading for the three months before the bid. It gives an enterprise value – which includes the company’s equity and debt – of 9.8 times earnings before interest, tax, depreciation and amortisation (Ebitda) for 2025.
The announcement said the MBO team did not initiate a proposal to acquire the firm. Rather, it was prompted by independent directors, led by chairman John B McGuckian – who, aged 86, has served on the board for 38 years, more than four times the nine-year period after which Irish corporate governance codes no longer regard directors as independent.
Having weighed ICG’s “strategic position and the alternatives available to enhance value and liquidity”, and with a lack of any third-party proposal even though the company is said to have attracted its share tyre-kickers in recent years, the independent board members invited Rothwell to consider making a bid, the board said.
The board highlighted how the evolution of global investment management in recent decades towards passive strategies tracking the big equity indices – where companies of ICG’s size are less likely to be represented – contributed to its view that the company should be taken private.
However, the board’s own decision to approve more than €200 million in share buy-backs and cancellations over the past six years also played a role in reducing the amount of stock available for public trading – even if the repurchases made sense financially.
Combined with stock awards and share options, these buy-backs helped increase Rothwell’s stake by almost 50 per cent over the past decade, bringing his ownership to 21.8 per cent, further affecting market liquidity and perhaps limiting the field of potential acquirers.
On the other hand, while McGuckian remaining in place after all these years to oversee a sale defies best practice in corporate governance, the fact that much of the Antrim man’s family wealth is tied up in stock means he has a very personal interest in seeing exiting shareholders getting the best possible price.
McGuckian and a family trust, Belfry Redhill One, have a combined 3.2 per cent stake that they are selling for €39 million under the deal.
The group’s net debt spiked by almost 60 per cent to €256 million last year as it acquired its previously leased James Joyce ferry, the largest passenger cruise vessel operating on the Irish Sea, and prepared for a final payment two months ago on its Oscar Wilde, to give it full ownership of its ferry fleet.
The highly leveraged nature of the MBO is not without risk for the business – and for what Rothwell ultimately achieves when this is inevitably sold on again.
Sources say that the preferred equity will carry a coupon in the region of 11-13 per cent, while the overall annual interest bill is set to start off at more than €100 million once the deal is closed. That equates to two-thirds of the Ebitda ICG is expected to deliver this year – and a multiple of the €9.8 million of interest payments ICG made last year.
It leaves ICG with little room to lose its bearings.