Irish Continental Group’s independent board has warned that Bluefin Bidco’s recommended takeover could fail to clear the shareholder approval hurdle it needs, and is now considering postponing Friday’s crucial vote. In an update issued after yesterday’s close, the board said that, based on proxy votes received so far, certain resolutions would not currently reach the 75% approval threshold required from scheme shareholders for the Scheme of Arrangement — the court-approved process being used to complete the deal — to proceed.
The Scheme Meetings and EGM covering Bluefin’s cash offer are due on Friday 28 August. The board said the shortfall partly reflects unusually early voting deadlines imposed by some intermediaries, in some cases as early as 14 August, potentially before Bidco’s 17 August “no increase” statement and ICG’s half-year results on 19 August were available to inform investors’ decisions. As a result, the board is weighing an adjournment of Friday’s meetings, subject to Bidco’s consent, to give shareholders more time to vote.
Despite the vote risk, the board reiterated its support for the deal. “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,” it said. It also moved to rule out a rival approach, confirming it is not in discussions with, and has not received any communication from, third parties about a potential competing offer. A further update is promised for today, 27 August.
Shares in the Irish Ferries owner, dual-listed in London and Dublin, were down 1.2% intraday today at 615p, having closed at 627.5p yesterday when the update landed after hours. The stock sits within its 458p–699.6p 52-week range, having rallied hard since bid speculation intensified earlier this year. With no independent secondary reporting yet beyond the company’s own wire statement, and the board’s promised follow-up still pending, the outcome of any adjournment decision remains unresolved.