The €1.2 billion management-led buyout offer (MBO) for ferry operator Irish Continental Group (ICG) is on the point of collapse.
The independent board of ICG has warned investors that, based on proxy votes received to date, the offer is set to be rejected unless some shareholders change their voting intentions before an extraordinary general meeting on August 28th.
To succeed, the offer requires 75 per cent of voting shareholders to approve the deal. The management team behind the buyout are precluded from casting their near-24 per cent combined shareholding in favour of the offer.
“The current early proxy votes received from some shareholders indicate that the scheme will likely fail, unless some of those shareholders who have voted against change their vote, which they can do,” the board said in a statement to the stock exchange.
The independent board said rejection of the offer would, it is likely, see the share price revert close to or dip below the €6.24 price per share before the offer was made on July 24th.
The shares closed down 3.6 per cent at €7 in Dublin on Thursday.
Separately, Glass Lewis, a shareholder advisory group, has recommended that investors reject the €8-a-share offer from Bluefin BidCo, which is led by ICG chief executive Eamonn Rothwell.
It said the offer “appears to have been struck at a low relative valuation”.
“Here is where the independent ICG board’s process appears to have fallen short in confirming the MBO bid is the highest possible price available for non-affiliated shareholders,” Glass Lewis said.
“While a higher bid from Mr Rothwell could only materialise in the near term if a third party were to submit a competing bid, investors can, in the interim, remain confident in the company’s business on a standalone basis.”
Oxy Capital, which holds a 1.4 per cent stake in ICG, also doubled down on its opposition to the deal, again saying the offer undervalued the business and suggesting that the company’s profits be distributed to shareholders as a means of releasing capital.
An alternative strategy capable of delivering “superior value” was retaining the shares and distributing the company’s cash generation to shareholders, Oxy said.
“The absence of clear capital distribution targets, of a dedicated investor relations function and of earnings calls and a historical reluctance to leverage the business have all contributed to a depressed share price. Each of these is within the board’s control to address,” it said.
Nick Furlong’s Pageant Investments, which owns about 2 per cent of the business, has already confirmed it has voted against the deal.
The €1.2 billion management buyout offer is led by chief executive Rothwell, who owns 21.7 per cent of the company, and senior executives David Ledwidge, Andrew Sheen and Declan Freeman, who hold a further 2 per cent of the stock between them.
The offer would see shareholders paid €8 per share, a 28 per cent premium to the closing price of ICG’s stock on July 24th, an hour-and-a-half before the bid was announced.