Shareholders have been offered €18.50 per share, 33% above the price on January 1, 2007.
Shares in the group shot up by 25% to €19.50 by mid afternoon; an increase of over 5% on the offer price.
However, ICG’s independent directors have recommended the offer being funded by €534m in loans which includes €20m for working capital.
Major shareholders in the group are AIB with 10% of the equity and Schroeder with a further 10%.
Other big institutional names across Europe and the US including Paribas (1%) and Gartmore (1%) have stakes in the group, but the majority are believed to be less than 2%.
ICG hit the headlines last year when it made over 500 workers redundant and replaced them with much cheaper foreign labour.
The directors involved in the buy-out plan apart from Mr Rothwell are financial director, Gearóid O’Dea, Tony Kelly, John Reilly and Tom Corcoran.
They own 14% of the company while it has emerged that Mr Rothwell owns over 80% of the takeover vehicle, Aella.
ICG chairman John McGuckian described the deal as “a fair and attractive opportunity” for shareholders.
Meanwhile, ICG reported a major turnaround in its fortunes with profits before tax €32.3m for last year against a €15.8m loss in 2005, following strike action at Irish Ferries over the planned cost-cutting programme involving 500 redundancies.
Turnover rose by 4.6% to €312m while operating profits prior to the €25m redundancy costs rose from €18.1m to €32.2m.
Irish taxpayers were obliged to pay Irish Ferries €4.3m towards the cost of making over 500 Irish seafarers redundant last year and replacing them with lower-paid workers from Eastern Europe.
ICG attributed the improvement to lower costs and an increase in freight revenue, but fuel costs jumped by more than 12% to €32.8m. Adjusted earnings per share were 25.5c.
Because of yesterday’s MBO proposal the group is withholding the payment of a final dividend.
Turnover rose from €162.5m to €170m in the group’s ferries division as underlying profits more than doubled to €28.6m, despite a 6.4% fall in passenger numbers and a 3.3% dip in car numbers.