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News : Irish Last Updated: Apr 24, 2009 - 5:31:05 PM


ICG supports improved management offer
By Finfacts Team
Aug 20, 2007 - 8:42:00 AM

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The independent directors of shipping group Irish Continental today announced that have agreed to back an improved takeover bid from a management group led by chief executive Eamonn Rothwell.

The Aella consortium has offered 24 per share, which values ICG at just under 612m. This is up from the previous 22m, which both Aella and the Moonduster group - which comprises One51 and Doyle Group - had been willing to pay.

Under the terms of the offer, shareholders can also opt to receive loan notes instead of cash.

The independent directors had set a deadline of last Friday to break the deadlock in the takeover battle, as both Moonduster and Aella had enough shares to block each other's bid.

Developer Liam Carroll has also been building up his stake in the company to just over 19%.

The following is a transcript of a statement that was issued to the Irish Stock Exchange this morning:

  • The Board of Aella and the Independent Board of ICG are pleased to announce that they have reached agreement on the terms of a recommended revised acquisition for cash of the entire issued and to be issued share capital of ICG by Aella by means of a scheme of arrangement under Section 201 of the Companies Act, 1963. The Board of Aella is advised by Goodbody Corporate Finance.
  • Under the terms of the Revised Acquisition and Scheme, ICG Shareholders will be entitled to receive 24.00 per ICG Unit in Cash Consideration. The Cash Consideration values the entire issued and to be issued share capital of ICG at approximately 611.8 million.
  • The consideration for the Revised Acquisition will comprise the Cash Consideration (which incorporates a Partial Loan Note Alternative). There is also an opportunity to elect for a Redeemable Preference Share Alternative.
  • The Revised Acquisition is not subject to the same level of conditionality as the firm intention to make an offer announced by Moonduster on 14 June 2007,   namely, the Revised Acquisition and Scheme are not conditional upon Competition Authority approvals.
  • The Cash Consideration represents a premium of approximately:

o 9.1 per cent. to the acquisition price of 22.00 per ICG Unit announced by Moonduster on 14 June 2007;

o 29.7 per cent. to the offer proposed by Aella in the Original Announcement;

o 53.8 per cent. to the closing share price on 7 March 2007, being the last date prior to the commencement of the Offer Period;

o 72.7 per cent. to the share price on 1 January 2007, compared to a fall in the ISEQ index of 13.8 per cent. and a fall in the FTSE 350 index of 2.8 per cent.
  over the same period;

o 76.2 per cent. to the average share price over the six months preceding 8 March 2007 of 13.62;

o 124.3 per cent. to the share price on 8 September 2006, six months prior to the commencement of the Offer Period.

  • Partial Loan Note Alternative to the Cash Consideration: The Partial Loan Note Alternative will be made available to ICG Shareholders and ICG Optionholders, who may elect to  receive loan notes with a compound interest of 19 per cent. per annum instead of all or any part of the Cash Consideration to which they would otherwise be entitled under the terms of the Revised Acquisition. The Partial Loan Note Alternative shall be subject to scaling down in the event, and to the extent that, ICG Shareholders and ICG Optionholders elect to receive in aggregate more than 88 million Loan Notes.
  • The Partial Loan Note Alternative will not be available in the Restricted Jurisdictions and ICG Shareholders will not be permitted to make an election for the Partial Loan Note Alternative from any of the Restricted Jurisdictions. No ICG Shareholder will be entitled to require Loan Notes to be posted to an address in any of the Restricted Jurisdictions and no ICG Shareholder will be entitled to require Loan Notes to be registered in his/her name with an address in any of the Restricted Jurisdictions.
  • Recommendation of the Independent Board: The Independent Board, which has been so advised by NCB Corporate Finance, considers the terms of the Revised Acquisition to be fair and reasonable. In providing its advice, NCB Corporate Finance has taken into account the commercial assessments of the Independent Board. Accordingly, the Independent Board intends unanimously to recommend to ICG Shareholders to vote in favour of the Revised Acquisition and Scheme, as the members of the Independent Board who hold ICG Units intend to irrevocably undertake (subject to certain exceptions) to do so by midday today in respect of their own beneficial holdings, amounting to, in aggregate 47,354 ICG Units, which represents approximately 0.2 per cent. of the issued share capital of ICG.
  • Following the date of this announcement, the recommendation of the Independent Directors to the ICG Shareholders to vote in favour of the Revised Acquisition and Scheme will only be withdrawn or cease to apply in the event that (i) the Revised Acquisition and Scheme lapse or are withdrawn or the Scheme does not become effective by 31 October 2007 (or such later date as Aella and the Independent Directors agree); (ii) a competing offer for ICG is announced which entitles ICG Shareholders to cash consideration or a Cash Equivalent in excess of 25.50 per ICG Unit; or, (iii) any of the resolutions proposed at the Court Meetings or the EGM immediately following the Court Meetings, notice of which will be set out in the Revised Scheme Document, are not passed in accordance with their terms.

    The Independent Board does not intend to make any recommendation in respect of either the Partial Loan Note Alternative or the Redeemable Preference Share Alternative.

    The making of the Revised Acquisition and the Scheme remain subject to the Conditions, as amended in Appendix I.


    Aella is owned by Adonia Aella, which is owned and controlled by the MBO Team, who in total own or, through contracts for difference, have an economic interest in 4,065,080 ICG Units representing approximately 17.2 per cent. of the issued share capital of ICG and who have irrevocably committed to vote in favour of the Revised Acquisition and Scheme the 3,329,080 ICG Units which they beneficially hold, representing approximately 14.1 per cent. of the issued share capital of ICG. In addition, the MBO Team hold 1,267,500 options over ICG Units. These options together with the ICG Units in respect of which the members of the MBO Team hold an economic interest represent 20.9 per cent. of the issued and to be issued share capital of ICG. The members of the MBO Team are Eamonn Rothwell, Garry O'Dea, Tony Kelly, John Reilly and Tom Corcoran.

    Commenting on the Revised Acquisition on behalf of the Independent Board, theChairman of ICG, Mr John B. McGuckian, said:
    "The Revised Acquisition represents a further uplift in value available to all our Shareholders. At 24.00 the Revised Acquisition is the highest offer made to all ICG Shareholders and is 2 higher than the proposed Moonduster offer of 14 June and 5.50 higher than the original Aella offer. The Independent Directors are pleased to recommend the revised Aella offer of 24.00, being the highest offer to all our Shareholders."
     


© Copyright 2009 by Finfacts.com

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