Minor shareholders have power to veto Valentia deal

One can only guess what shareholders in KPN and Telia think about the way their investment in Eircom has been handled by the respective Dutch and Swedish whizzkid management teams who have managed to lock themselves out of a higher bid that would have put an extra €40 million (£31.5 million) in their pockets.

And to think, KPN and Telia - the so-called strategic partners - were supposed to be the ones who would show Eircom management the way forward? What a joke. All KPN and Telia can now offer is a corporate finance case history on how to lose a potential €40 million.

Investment bankers not connected with the Eircom bidding battle are absolutely flummoxed as to how KPN and Telia managed to lock themselves so tightly into the offer from Valentia. At the very least, say the unconnected bankers, KPN and Telia should have given themselves an escape clause that would have allowed them to unwind their irrevocables at a far lower level than the €1.355 a share they locked themselves into as part of the Valentia deal.

While getting the ESOT on side was obviously crucial for Valentia, getting the 35 per cent of Eircom held by KPN and Telia was too. Without it, nobody could take over Eircom.

So why didn't KPN and Telia play a bit more hardball with Valentia and play the O'Reilly consortium off against Denis O'Brien's eIsland? Instead, KPN and Telia simply rolled over and did a deal with the O'Reilly camp that will see their own shareholders out of pocket. So the damage has been done and Tony O'Reilly seems to have won and the only losers are the poor unfortunates who invested their €3.90 a throw in Eircom two years ago. It's hard to see Denis O'Brien stumping the extra €77 million up front that could release KPN and Telia from their ridiculous arrangement with Valentia.

The O'Brien camp knew full well how much cash was needed upfront to get KPN and Telia out of the hole they dug for themselves, but still came up 31/2 cents shy. Why? Forget the nonsense about eIsland's warrants being the equivalent of cash because they are guaranteed. One can only assume that eIsland only went as far as €1.32 because that is as high as its bankers and backers would let it go with a cash offer. That would suggest that a higher cash offer is unlikely.

The O'Brien camp could always mount a campaign for the hearts and minds of Eircom's 450,000 shareholders who hold 22 per cent of the shares and who could block the deal if they all declined Valentia's offer. Valentia's offer is conditional on 80 per cent acceptances, so it might be too early to call a winner. In the past few weeks Eircom seems to have forgotten that it has shareholders other than the ESOT and Comsource. Everything seems to have been done to facilitate their demands and the interests of the small shareholders have been ignored.

The small shareholders now have some power to wield if they can unite to veto the Valentia deal and get access to the extra five cents a share that Denis O'Brien has offered. All it will take is for each and every one of the 450,000 shareholders to ignore the acceptance form they will receive in the post in four weeks' time.

And then there is the unpleasant prospect for Eircom customers of a telecom service starved of capital investment as Valentia uses Eircom's cashflow to pay the interest on its €2 billion debts and tries to reduce the size of the underlying debt.