Monday 17 June 2019

INM set for shareholder meeting on takeover deal

INM’s headquarters in Dublin’s Talbot Street
INM’s headquarters in Dublin’s Talbot Street

Shane Phelan Legal Affairs Editor

Shareholders at Independent News & Media (INM) will consider the proposed €145.6m acquisition of the company by Belgian-Dutch newspaper publisher Mediahuis next month.

The High Court made directions yesterday for the convening of the meeting scheduled for June 26 at the Carlton Dublin Airport Hotel.

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INM shareholders are being circulated details of a proposed scheme of arrangement, a mechanism to complete a corporate transaction even if not all shareholders agree.

In INM's case this means that if holders of 75pc of shares accept the Mediahuis offer, then remaining shareholders can be forced to sell to ensure a full takeover.

Mediahuis already owns 29.9pc of INM, having bought shares from Denis O'Brien and Dermot Desmond, previously the biggest shareholders.

The meeting will deal with the proposed scheme of arrangement and is expected to be immediately followed by an EGM where a number of resolutions will be put to shareholders. These include resolutions to approve the scheme of arrangement and to approve the cancellation of ordinary shares in INM.

The deal will require High Court approval as well as approval from the Competition and Consumer Protection Commission and the Communications Minister.

Mr Justice Robert Haughton agreed to an application from INM for the matter to be entered on the Commercial Court list. In support of the application, Brian Kennedy SC, for INM, said the company was relying on the size of the transaction and the need for commercial certainty, having regard to a relatively short time frame to comply with takeover rules.

The High Court is due to be updated on the outcome of the meeting on July 4.

Directions will then be sought by INM for a final hearing date. Mr Kennedy said this would be contingent on the timing of regulatory approval and may need to take place during August or September.

INM is the country's largest independent media company and the publisher of the Irish Independent. It employs around 800 people and had revenues of €191m in 2018.

In an affidavit, INM chief executive Michael Doorly said a draft circular containing the proposed scheme of arrangement had been submitted to the Irish Takeover Panel.

He said as part of the proposed acquisition, Mediahuis will acquire the entire issued ordinary shares in INM and will end up with 100pc control.

Mr Doorly said INM's board, having been advised by Lazard, considered the deal to be fair and reasonable.

He said that where employees have existing rights, including compensation and pension rights, these would be safeguarded following the scheme becoming effective.

Irish Independent

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