Premier joins battle for Imprint

PREMIER Group, the Cork-based recruitment company, has entered the takeover battle for listed British firm Imprint, indicating yesterday it was prepared to make an offer of £45.2 million (€60m).

Imprint, a recruitment firm founded by Irish entrepreneur Pierce Casey, has been the subject of a takeover battle for the past six months. It had accepted a cash and share offer from rival Hydrogen which valued it at £37.3m.

Imprint is listed on London’s Alternative Investment Market, and has extensive operations in Ireland through subsidiary Accreate.

Premier, set up by Kerry native Pat FitzGerald in 1988, said its possible offer was conditional on Imprint adjourning an extraordinary general meeting of its shareholders scheduled for this Friday to vote on the Hydrogen offer.

Premier is also seeking the adjournment of a High Court case due to take place on Friday to approve the scheme of arrangement proposed by Hydrogen for the acquisition of Imprint.

Imprint said it would actively consider the implications of a further adjournment of the EGM and court date “so as to allow Premier a limited period of time to decide whether or not it intends to put forward a formal offer”.

Premier said it first approached Imprint in November last withan indicative 114 pence a share offer and was given access to the company’s books to conduct due diligence.

On Monday, Premier told Imprint it was prepared to make a 115 pence a share offer if the board would recommend it to investors and get the court and shareholders meeting adjourned.

The “possible offer” price is 9.5% higher than Imprint’s share price on Monday and 15.4% more than the value being put on the company by the Hydrogen offer.

However, Imprint said it cannot be certain the Premier proposal would obtain a sufficient level of shareholder support. Hydrogen has already received support from investors holding over 41% of Imprint shares to back its offer.

“In order for the board to consider recommending the Premier proposal, the board would need to be convinced as to its deliverability and… that it is capable of becoming or being declared unconditional or otherwise completing,” the Imprint statement added.

Hydrogen said its proposal provides Imprint shareholders “with the opportunity to benefit from the strategic fit “of the merged entity by taking its shares rather than the cash offer.

“There can therefore be no certainty there will be any offer forthcoming from Premier Group or that any offer made is capable of succeeding.

Hydrogen’s proposal remains the highest formal offer for Imprint by value,” it said.

Premier Group, which is being advised by IBI Corporate Finance, is one of the largest recruitment companies in Ireland with more than 350 employees and turnover of €90m in 2007.

Shares in Imprint closed up 7.6% at 113 pence last night.