RYANAIR WILL ask the High Court on Monday for permission to bring a legal challenge to the Irish Takeover Panel’s direction that its chief executive Michael O’Leary and Aer Lingus chief Dermot Mannion cannot be involved in a head-to-head TV debate on Ryanair’s takeover bid for Aer Lingus.
Ryanair claims the direction from the takeover panel, the State body responsible for monitoring and supervising takeovers in Ireland, not to participate in the debate scheduled for RTÉ’s Prime Time or in any other joint debates on any other programme amounts to a gagging order and breaches its right of freedom of expression.
At the High Court yesterday, Mr Justice Iarfhlaith O’Neill agreed the matter was urgent and said Ryanair Holdings Ltd could serve short notice on the takeover panel of the leave application to be heard on Monday. RTÉ and Aer Lingus are notice parties to the proceedings.
Martin Hayden SC, for Ryanair, said the panel’s “blanket ban” on taking part in such public debates was legally flawed, contrary to the requirements of the 1997 Irish Takeover Act, disproportionate and unprecedented in either Ireland or the UK.
In their proceedings, Ryanair wants to quash the panel’s direction, made on January 13th last, not to take part in the Prime Time programme, which was due to be broadcast that evening, or any other rescheduled programme during the period in which Ryanair’s offer for Aer Lingus is active.
Ryanair also wants to quash the panel’s ruling that the publication on behalf of the airline of an open letter in the Irish Independent on January 6th to the chairman of Aer Lingus constitutes a breach of the takeover rule 19.4.
It is also seeking an order quashing the panel’s direction that Ryanair not make any announcements or publish any advertisements relating to its offer for Aer Lingus unless they have been approved by the panel.
Ryanair claims the direction is contrary to Ryanair’s right to freedom of expression under the Constitution and European Convention on Human Rights and breaches the panel’s obligations under the Irish Takeover Panel Act 1997.
In an affidavit, Mr O’Leary said the panel’s contention that the parties’ participation in the programme would not be in the interest of equitable treatment of both parties and fair presentation was “nonsensical”.
It was impossible to reconcile the panel’s direction with the fact the CEOs of both airlines had agreed to take part in the TV discussion, he said. The panel’s “unlawful censorship” prevented a discussion on the merits of Ryanair’s offer for the benefit of all Aer Lingus shareholders and breached the parties’ rights to freedom of expression. Mr O’Leary said he had given assurances that he would comply with the takeover rules, and has done so in all previous interviews.
He was also concerned about the panel’s ruling it will not approve any announcement or advertisement that contains what it regards as controversial information. The vast majority of information which requires to be communicated during a hostile takeover bid is by definition controversial, he said.
The panel had ruled Ryanair’s publication, by way of a Stock Exchange announcement, of details of Mr Mannion’s proposed €2.8 million “golden parachute” was a breach of the rules, he said, but this fact was first published by Aer Lingus on December 22nd last. The effect of the ruling would prevent Ryanair from communicating such information to Aer Lingus shareholders.