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Rival bidders Aella and Moonduster deadlocked
Dick O'Brien



AS votes were cast at last week's Irish Continental Group EGM, chief executive Eamonn Rothwell repeatedly glanced over his shoulder to see whose hands were raised. However at that stage, habit rather than hope most have prompted him, since he must have already known his latest MBO bid was doomed to failure.

Rothwell's Aella consortium was offering 24 a share for the company, which by last week appeared well short of the mark: the rival Moonduster group was buying shares at up to 25.40, which meant any bid by Aella would have to equal this price.

With property developer Liam Carroll also spending in excess of 25 per share building his stake and shareholders discussing the latest valuation of ICG's site at Dublin Port, Aella's bid didn't stand a chance and ended up being rejected by 84% of those eligible to vote.

The view in the Aella camp is that the ball is now in Moonduster's court.

"The real question is now whether Moonduster will now make a bid, " said a source close to the MBO team.

"Aella has gone through the process of putting a bid on the table without any conditions attached. Let's see if Moonduster can do the same."

ICG's independent directors are also looking to Moonduster to make the next move. After Wednesday's vote, they said they now intend to engage with Moonduster to consider a revised scheme.

However, Moonduster is no hurry to have an offer voted on. The group has said it believes there is no prospect of any Moonduster scheme being successful and it therefore thinks there is little merit in the independent directors bringing forward a Moonduster scheme while this situation persists.

With the takeover battle currently locked in a three-way tie between Moonduster, Aella and property developer Liam Carroll, Moonduster believes a competitive bid process is the only way to resolve the logjam.

Because Carroll is not thought to be interested in buying the company outright, that would involve the two sides sitting down and bidding against each other, with the winner earning the right to buy the other's shares.

Under the current scheme, independent directors must recommend a bid to shareholders and bidders must win the backing of 75% of shareholders, but cannot vote on their own shares. With Liam Carroll now owning 24.82% of the company and Aella and Moonduster holding 14.1% and 24.72% respectively, it has become increasingly difficult for any bidder to succeed.

Although Moonduster wants a competitive bid process, it claimed that representatives of Aella have confirmed it would not be prepared to accept an offer from Moonduster at any price, leaving it reluctant to proceed. Aella countered this assertion and said no meaningful engagement has taken place between it and Moonduster for a number of months.

With the two sides now deadlocked, it is up to one to find a price that will prompt the other to walk away from the table. In such a situation, both parties could make a tidy profit on their stakes. However, with rampant speculation on the value of ICG's site at Dublin Port, neither might find it easy to let go.




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