€20.5m offer for Walls' firms stake 'fair and reasonable'

A €20.5 million offer for the shareholdings in two companies in the family-owned PJ Walls property group was "fair and reasonable" and was plainly in the overall interests of the immediate shareholders in the companies and of the group as a whole, the High Court was told yesterday.

The offer was accepted by the vast majority of shareholders who were all either siblings, nephews or nieces of Dr Patrick Joseph Walls, Mr Brian Murray SC said. None of the other shareholders had supported in any way Dr Walls' objections to the share offer.

Mr Murray said Dr Walls had argued the €20.5 million represented a significant undervaluation of the two companies in question. However, this was not the case and the offer was a fair and reasonable scheme involving the ideal balance between realising a substantial sum for the shareholders immediately with more to be paid in the coming years while at the same time retaining their interest in this family firm.

An affidavit from Mr Shaun Riordan, finance director of PJ Walls Holdings Ltd (Holdings), had provided a coherent account of how the €20.5 million valuation was achieved, Mr Murray added. The fact others had reached higher valuations did not alter the situation and there was no indication anyone else would buy the properties involved in such a way as to achieve a similar return for the shareholders.

Mr Murray, for Holdings, was opposing a challenge by Dr Walls to the share offer of October 2003. The action is against the Holdings company, whose directors are Dr Walls brothers' Liam and Michael Paul (Paul) and Mr Patrick Veale.

The proceedings arise from an offer by Holdings of October 7th 2003 to acquire the shares of Walls Properties Limited (Properties) and a linked company, Thornhill Properties Limited. Holdings, Properties and Thornhill are all private companies controlled and owned by members of the Walls family. The directors of Properties and of Thornhill are Liam and Paul Walls.

In the proceedings, Dr Walls claims the price offered for Properties represents a substantial undervalue of the companies and he is seeking orders and declarations that Holdings is not entitled to acquire his shares.

He claims the share offer, which would result in an overall payment to him of €1.32 million, put a valuation on both firms of €20.5 million when the true valuation was more than €33 million.

Dr Walls contends that, while there was a purported acceptance of the offer by more than 80 per cent of shareholders, the shareholders were not properly informed about the offer and this was a reason for the court to diminish the weight to be attached to the views of the majority.

The case resumes on Tuesday.