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Rothwell not expected to counter bid for ICG
Jon Ihle



IRISH CONTINENTAL GROUP chief executive Eamon Rothwell and his senior management team are not expected to increase their management buyout bid for the shipping company after the independent directors recommended a 22 a share offer from a rival consortium made up One51 Capital and Doyle Shipping late last Thursday.

The consensus view among analysts and sources close to the bidding process was that the bid by the consortium, acting under the name Moonduster, was too rich for the five-man MBO team, who will walk away with a combined 79m for their 14.1% stake in the company.

"It's not just the bid of 22, but that the [independed directors] have accepted, " said Stuart Draper, head of research at Dolmen. "At that level, the MBO team will let them have it."

Rothwell and four other ICG executives had offered 18.50 a share on 8 March, but a month later the One51/Doyle group bid for ICG themselves at 20 a share . . . later increased to a putative 20.75.

The turning point came on 13 April when, after 98m worth of stakebuilding, the consortium built-up a combined shareholding of 20.38% at 20.75 . . . enough to formally block Rothwell and also a high enough premium to forestall a counterbid. The consortium, under the advice of Davy and IBI Corporate Finance, then signed a standstill agreement giving them access to ICG's books for due diligence. The independent directors of the company had pressured One51/Doyle to sign the agreement before then, but to do so would have left the group without any leverage over the MBO team.

But the following six weeks were characterised accusations and recriminations as the consortium claimed the independent directors were withholding vital information about the company. After the due diligence process got back on track, though, the independent directors were eventually forced on 25 May to petition the Takeover Panel for an offer deadline as the consortium was seen to be dragging its heels.

Moonduster will be taking over ICG, subject to shareholder approval, for 560m . . . a price 41% higher than the market value of the company the day before the first bid was put forward. To justify that price, analysts have said Moonduster will have to aggressively grow revenue, further cut costs at the already pared-back firm or realise some asset values.

Dolmen's Draper, who believes the consortium was attracted to ICG for its landbank in Dublin's north docklands, said the 22 a share offer (when compared to peer deals in the sector) prices the land at 3 a share or 2m an acre. That's considerably less than the 11m an acre Bernard McNamara paid for the Irish Glass site in Ringsend. But the exit costs of leaving the port could eat away at that differential, he said.

Whatever Moonduster ultimately does with its acquisition, Eamon Rothwell can console himself that he'll be leaving ICG with about 50m in his back pocket.




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