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O’Brien and Desmond sell most of INM shares to Belgian suitor Mediahuis

Shareholders at agm say deal is ‘buttons’ as board criticised

Independent News and Media has been sold to Mediahuis. Photograph: THE IRISH TIMES
Michael Doorly, chief executive of Independent News & Media.

Businessmen Denis O’Brien and Dermot Desmond have sold most of their combined 45 per cent stake in Independent News & Media (INM) to a Belgian company that declared on Tuesday it had agreed to take over the media company.

Following the deal, Mediahuis, which owns newspapers in Belgium and the Netherlands, has a 27 per cent stake in INM that would effectively block any rival bidder mounting a similar takeover offer .

Mediahuis paid €25.2 million acquiring over half Mr O’Brien’s 29.88 per cent stake at 10.5c per share, crystallising a multi-million-loss on his investment. He had spent an estimated €500 million building up his position in the group. It paid almost €12.7 million also buying over half of Mr Desmond’s 15 per cent holding.

Combined, the two men sold a 26 per cent INM stake to Mediahuis, whose chairman already owned 1 per cent of the Dublin-based group.

Stock

The news emerged shortly after Michael Doorly, the chief executive of Independent News & Media (INM), told shareholders at an annual general meeting (agm) that the company was open to competing offers for the business, following a €145.6 million cash offer for the group from the Belgian company on Tuesday morning.

Mediahuis is seeking to carry out the transaction by way of a so-called scheme of arrangement, which requires the approval of shareholders representing at least 75 per cent of the value of INM’s shares. Subject to receiving such support at an extraordinary general meeting and requisite High Court approval, the Belgian company could then force holdout shareholders to sell their stock to it.

Earlier on Tuesday at INM’s agm, the company’s board, including Mr Doorly and chairman Murdoch MacLennan, fielded questions from angry shareholders who were critical of Tuesday’s offer

Investors present at the agm chastised the board’s decision to recommend the 10.5 cents per share cash offer from Mediahuis.

Applause

There was applause when one investor described the offer as “buttons”, as INM is profitable and has close to €90 million in cash on its balance sheet, meaning Mediahuis would effectively acquire the business for just €56 million.

One shareholder, Colm Moore, also pointed to an unrecognised tax asset on INM’s balance sheet, which he suggested could be worth close to €100 million to a European buyer.

Another shareholder, Donald Pratt, said he personally held double the shares of the entire board, and said it was “crazy” to recommend an offer for effectively just two times INM’s annual earnings.

Mr MacClennan confirmed to shareholders that that other potential bidders are circling INM, but insisted the Mediahuis offer is the only one on the table.

“We didn’t put the company up for sale. Mediahuis made an offer,” he said. “It is the best offer we have had and the timing is right. There were other [bidders] involved but we believe this is the best deal for shareholders.”