More than a week after One51 announced it had received an approach valuing its shares at €1.80, there is as yet no sign of a counter offer. For as long as one does not emerge, Capvest boss Seamus Fitzpatrick – who made the initial approach and is already canvassing One51’s big shareholders – has the ball. Depending on the response he gets, he is expected to return to the One51 board with a formal offer.
The initial speculation is that at least some of the financial investors are pushing for an increase in the offer level. The initial message from Fitzpatrick, you would think, will be that €1.80 is “it”.
The co-ops, which owned over 50 per cent of One51 up to recently, have reduced their holding to about 35 per cent and are likely to be among the more willing sellers. It remains to be seen which way the big financial shareholdings, including Nick Furlong’s Pageant Holdings, Larry Goodman and Dermot Desmond, will jump.
Management will also have a say. Chief executive Alan Walsh was granted 750,000 share options at an exercise price of 20 cent in 2012 – based on various targets being reached over a long time period – so he also has significant skin in the game himself.
It will, as ever, come down to price and to the issue of the “ bird in the hand” versus the possibility of an IPO in a year or 18 months. Judging the value of One51 is not easy, given the turnaround situation of the group, the amount of exceptional items which have been washing around and the recent completion of a big plastics acquisition in Canada. It is also an unusual structure, with an investment arm holding 23.6 per cent of NTR, for which it expects a chunk of cash in the near future.
Fitzpatrick knows the players in One51 – the company’s capital arm invested some €20 million in a Capvest fund in 2006, subsequently sold in the big and costly asset sell-off which preceded the company turnaround. He would also have established relationships with some of the bigger financial shareholders.
Fitzpatrick will tempt shareholders with the offer of either selling all their stake now, or selling some and remaining as a co-investor. They may judge the Capvest approach to be opportunistic, but the certainty of cash on the table – if the bid proceeds – will be a factor.