Tuesday 20 August 2019

Court to consider INM takeover this month

INM CEO Michael Doorly (left ) pictured with Murdoch Mac Lennan, chairman, at the Special EGM in the Carlton Airport Hotel.
INM CEO Michael Doorly (left ) pictured with Murdoch Mac Lennan, chairman, at the Special EGM in the Carlton Airport Hotel.
Shane Phelan

Shane Phelan

The proposed €145.6m takeover of Independent News & Media (INM) by Belgian-Dutch newspaper publisher Mediahuis will be considered by the High Court later this month.

Mr Justice Robert Haughton set July 30 as the date for a hearing, which is one of two remaining hurdles that must be cleared before the takeover can be completed.

The other is ministerial approval, a decision which is expected by August 1. INM publishes the Irish Independent, Independent.ie, Sunday Independent, Sunday World, the Herald, Belfast Telegraph and several other regional titles.

The takeover has already been approved by the Competition and Consumer Protection Commission. 

At a brief hearing in the Commercial Court, counsel for INM, Brian Kennedy SC, said the company was back before the court to seek directions regarding its application to confirm the scheme of arrangement under which the purchase is taking place. 

READ MORE: INM chairman: Impending takeover by Mediahuis will be good for firm and Ireland 

The scheme is a mechanism to complete a corporate transaction even if not all shareholders agree.

In INM’s case the agreement of the holders of at least 75pc of the shares in the company was needed before remaining shareholders could be forced to sell to ensure a full takeover. 

Mr Kennedy said a meeting of shareholders was held on June 26 and the requisite votes were obtained.

He said 85pc of shareholders voted in favour of the resolutions. Their shareholdings represented 94pc of the value of shares in the company.

Mr Kennedy said the deadline for a decision on ministerial consent was August 1, but INM was hopeful of receiving this before then.

He informed the court there were in the region of 170 shareholders who had unclaimed dividends dating back to 2007 and 2008.

Mr Justice Haughton said he was satisfied that previous orders he made in May had been complied with.

He also said he was satisfied there had been substantive notification of creditors of the company regarding the passing of the resolutions.

The judge set July 30 as the date for the hearing and gave a deadline of July 22 for parties who may wish to oppose the takeover to make themselves known.

Mr Kennedy said he was not aware of any such parties at present.

The judge also said that two High Court inspectors currently investigating a major suspected data breach and other historic matters at INM should be notified of the hearing.

Meanwhile, in a separate hearing before the President of the High Court, two former INM executives were awarded their costs arising from their successful application for permission to use documents filed in court by the Office of the Director of Corporate Enforcement (ODCE) as part of lawsuits they intend to bring against the company.

Former chief executive Gavin O’Reilly and former head of corporate affairs Karl Brophy say they intend to sue over the alleged breach of their privacy and data protection rights arising from the interrogation of INM data by an external company in 2014.

The interrogation of the data is alleged to have taken place at the direction of former chairman Leslie Buckley. The ODCE said the exercise was paid for by a company owned by the then largest shareholder, Denis O’Brien.

Niamh Hyland SC, for Mr O’Reilly and Mr Brophy, made an unopposed application for their costs and this was approved by Mr Justice Peter Kelly.

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