Board of ICG warns takeover bid 'will likely fail' based on initial early shareholder votes

Board said for takeover to become effective, at least 75% of shareholders must approve it

ICG divisions include Irish Ferries as well as the Eucon brand. 

The independent board of Irish Continental Group (ICG), which operates Irish Ferries, has warned shareholders that based on early proxy votes, the proposed €1.2bn takeover of the company “will likely fail” unless votes are not changed before a meeting at the end of the month.

On July 24, the independent directors of ICG announced it had reached an agreement on the terms of a recommended cash offer for the entire issued share capital of the firm from Bluefin Bidco Limited.

Bidco offered €8 a share for ICG, which was unanimously recommended by the independent ICG board. BidCo is ultimately owned and controlled by members of ICG’s senior management, including its chief executive Eamonn Rothwell, as well as David Ledwidge, Andrew Sheen and Declan Freeman, who hold in aggregate approximately 23.7% of ICG shares.

In a note to shareholders published on Thursday, the independent ICG board said it had received “indicative early proxy votes from some shareholders in relation to the resolutions to be put to the Scheme Meetings and Extraordinary General Meeting (EGM) to be held on August 28, 2026, in relation to the recommended cash offer for ICG”.

“If some of those proxy votes are not changed at or before the Scheme Meetings or the EGM, the Scheme will likely fail. The Independent ICG Board notes that a significant number of shareholders have not yet cast their votes.” 

The board said for the takeover to become effective, at least 75% of shareholders must approve it at the scheme meeting.

The management buyout team cannot vote their shares on certain resolutions during these meetings.

The board added those who have already cast their votes against the takeover can change their vote ahead of the meetings.

If the vote fails, the board said it was of the belief the share price in the company would revert back to the price they were trading at before the takeover was announced, which was €6.24 per share.

“There is no certainty that ICG shareholders will have another opportunity to achieve a cash exit at €8 per ICG share,” the board said.

“The Independent ICG Board strongly reiterates its unanimous recommendation for all shareholders to vote in favour of the recommended offer, as the Independent ICG Board believes it provides a singular liquidity opportunity for ICG which is at a significant premium of 28.2% to the closing share price on 24 July 2026.” 

Earlier this week, the board said it has received two letters from certain shareholders, which according to reports, saw the takeover price as undervaluing the company.

However, Bidco would not be increasing the financial terms of the offer.

The ICG share price fell on Thursday morning following the publication of this note. It was down nearly 4% during early trading to just under €7 a share.

On Wednesday this week, ICG published its half year results which showed it increased revenue by €50m to €359.9m during the first half of the year, but higher fuel costs were a factor as profits slipped 2.% to €24m.

ICG divisions include Irish Ferries, which operate on routes between Ireland and Britain, Britain and France, and Ireland and France. ICG's containers and terminal operations include the Eucon brand as well as operating Dublin Ferryport Terminal and Belfast Container Terminal.