Platform:It is always somehow disconcerting when independent directors - who approve management buyouts - can trot out so many negative omens for the companies that their managements wants to take over.

The MBO offer for Irish Continental Group (ICG) is no different and it is not surprising that the market had its doubts and that investors such as the Doyle and Philip Lynch-led One Fifty One group, put a spanner in the works for the initial offer.

Just look at the statement of the independent directors John Guckian, Peter Crowley and Bernard Somers. That letter to the shareholders summarily downplays the future of ICG, highlighting the negatives. Do such statements give shareholders sufficient information to form a rational view of the company's medium- to long-term future? The questioning shareholders would respond in the negative.

The charge against ICG was led by Philip Lynch a month ago, which confounded most commentators. Some went almost as far as to question the sanity of the move. But he is bound to have a clearly marked strategy.

This was confirmed early this week with the revelation that his consortium had acquired a further chunk of ICG. Ironically this holding - at 17.55 per cent - is now greater than ICG management's 14 per cent stake. Philip Lynch is now in a very strong position to deal with the ICG board. And ICG's 33-acre Dublin Ferryport land is likely to be a focal point. But it would not be surprising if Philip Lynch has a wider plan as part of a probable counter-bid.

After a short potted history, the MBO statement merely says ICG "is well-placed to face ongoing challenges in the market", and then goes on to espouse that the initial cash offer "represents an attractive opportunity for the shareholders to realise a fair value for their ICG units".

Yet the independent directors listed five uncertainties, which were the basis for the thumbs up given to the original MBO offer - approval that was swiftly scorned by the market. These were:

• little scope in the business to drive profit growth through further cost savings;

• no certainty that the downward trend in passenger numbers would not continue;

• competition;

• a continued decline in charter revenues;

• the board's inability to source suitable growth targets.

These pronouncements raise a number of questions. What about a niche global expansion and doesn't every expansion force competition? More importantly why not give views about management projections over the next three to five years? After all, the MBO team has access to these projections. Does that not mean that these directors have an unfair advantage?

Of course, it cannot be all negatives. If so, why would the MBO team make the offer?

Admittedly the exit Ebidta of the initial offer and the subsequent share price are attractive. But Eamonn Rothwell, who heads the MBO, has the capacity to influence the years ahead. Still, Aella takes a very glum view of ICG's future and concludes that it would operate better as a private company.

The proposed offers were to be effected through a scheme of arrangement. This favours the MBO team but dilutes the power of any minority shareholders. Clearly that is inequitable.

If the scheme is approved, the takeover bid needs to be approved by just 75 per cent of the votes; the remainder would be compulsorily acquired. The counter-bidders spiked that and may offer over €20 per share against the MBO's €18.50 offer.

The MBO team wants as many votes as possible cast so that the "High Court may be satisfied that there is a fair representation of ICG shareholders" when it is considering approval of the scheme. Any shareholder is entitled to attend the High Court hearing, in person or with a legal adviser, and those with grievances can voice them to the court.

They won't have to go down this route if a counter-bid succeeds. If, however, the MBO team formally goes for a higher bid and pips a counter-bid, it is back to the old scheme of arrangement. And this would place further question marks around the independent directors advice to ICG shareholders to accept a much lower offer.

Why should outside investors have access to less information than an MBO team that knows all about the management projections, aspirations and plans? Is it equitable that MBO teams should be at such an advantage?