The independent board of Irish Continental Group (ICG) is considering adjourning Friday’s extraordinary general meeting (egm) on a €1.2 billion deal to sell the ferries operator to management led by chief executive Eamonn Rothwell, as the transaction is currently on track to be shot down by shareholders.
The company said in a statement on Wednesday night that certain resolutions on the deal will not currently achieve the 75 per cent majority threshold needed to approve the transaction as structured under a so-called scheme of arrangement.
It said that it is aware of at least one instance where a shareholder that voted against the deal by proxy but has since changed their minds and plans to support the sale. Independent board directors are known to have been actively canvassing investors that had come out against the deal.
The independent board has also been made aware that, in some instances, certain intermediaries have set deadlines for shareholders to register their votes as early as two weeks in advance of the meeting, which may not have given the investors enough time to make voting instructions.
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“The independent ICG board further notes that a significant number of shareholders have not yet cast their votes,” the statement added.
The company said that it will provide a further update on Thursday.
“The independent ICG board continues to consider the terms of acquisition to be fair and reasonable and supports its unanimous decision to recommend that shareholders vote in favour of the scheme, and the independent ICG board reiterates its previously stated belief that the offer delivers compelling value for ICG shareholders,” it said.
“For the avoidance of doubt, the independent ICG board confirms that the company is not in discussions with, and has not received any communication from, any third parties regarding a potential competing offer.”
Marathon Asset Management which has a 4.1 per cent stake in ICG, 2.1 per cent shareholder Janus Henderson, Irish businessman Nick Furlong’s Pageant Investments, which owns 2.3 per cent, Equus Global, with about 1.3 per cent, and Oxy wrote to the company two weeks ago voicing their objections to the value of the deal, sources said at the time.
Other smaller shareholders have also said that they would vote against it. Between 15 per cent and 20 per cent of investors had either voted to reject the deal or had indicated they would do so, according to market sources.
Pageant Investments, which has a 2.3 per cent stake in ICG and is among shareholders that have come out against the deal, said that it is opposing the adjournment.
“The independent board has not stated that shareholders requested an adjournment, nor identified any new information affecting the merits of the offer,” Pageant said in a statement on Thursday afternoon.
“The only apparent material change is that the votes cast to date are insufficient to secure the required approval. The independent board’s change of position lacks credibility.”
