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The two said that their bid would value ICG at at least €20 per share, trumping an existing €18.50-per-share offer by a management team led by ICG managing director Eamonn Rothwell. One51 and the Doyle Group, who announced their plans yesterday morning, only had to wait until last night to find that the ICG independent directors had given them a place at the negotiating table. The independent directors said they had had "initial discussions" with the One51/Doyle group and postponed a series of shareholder meetings scheduled for next Thursday to consider the €18.50-per-share offer from the Rothwell group, which is called Aella. One51 owns 5.65pc of ICG, while the Doyle Group owns a further 2.9pc. An offer of €20 would value ICG at €467m. In a statement, the independent directors, John McGuckian, Bernard Somers and Peter Crowley, said: "Shareholders should note that the possible offer is subject to the completion of confirmatory due diligence and certain other conditions, and, consequently, there can be no certainty that an offer will ultimately be forthcoming from the (One51/Doyle) consortium. Therefore, the independent directors continue to recommend the Aella offer." The key question now is whether the independent directors will allow the One51/Doyle group to carry out due diligence. Market sources said yesterday that although the group had yet to formally establish its bona fides, it is very unlikely to be refused access to the ICG books. It is understood that ICG has already prepared a data room for this purpose, although the quality of information which will be available to the One51/Doyle consortium is not known. Due diligence is expected to take about two weeks but could take much longer. Sources close to Aella were last night playing down suggestions that they would come back with a better offer, pointing out that it had only planned on offering 17.50 per share but had improved on this at the request of the independent directors. That said, it is unusual in a takeover battle for either side to show its hand before it is absolutely necessary. It is, therefore, unlikely Aella will increase its offer in advance of One51/Doyle making a formal bid. The shares rose 55 cent, or 2.8pc, to €20.05 in Dublin. A €20 bid would represent a 28pc premium over the share price the day before Mr Rothwell made the initial offer. The Irish Independent also reports that a unique tax arrangement between Ireland and Britain has been challenged by the EU Commission. The arrangement applies to foreign (for tax purposes) people living in Ireland, such as executives of multi-national companies, or to Irish citizens, "not ordinarily resident", such as those who have returned to Ireland after spending some years outside the country. In general, such people are not charged Irish tax on foreign earnings or capital gains, provided they do not remit the money to Ireland. However, this rule does not apply to money earned in the UK, which is taxed whether it is remitted or not. The Commission has formally asked Ireland to amend these rules, on the grounds that they infringe the free movement of capital. The UK applies a similar regime to earnings from Ireland and the Commission has asked the British authorities for information on this. David Smyth, corporate tax partner at Ernst & Young, said the case was unusual, in that it did not allege discrimination between Irish income and other EU income, but between that in one other member state and the rest. He said the ruling poses tricky choices for the Irish government, which last year provoked protests from multinational companies when it removed a similar tax exemption from the Irish salaries of foreign executives working in Ireland. "Abolishing the remittance basis altogether would remove a key incentive that encourages foreign executives of multinational groups to base themselves in Ireland," Mr Smyth said. "The obvious alternative - extending the exemption to UK-sourced income - would perhaps be unpalatable to the Irish authorities, given the geographical proximity."
The accountants said that people who might be affected by a change of rules on foreign income should consider the benefit of lodging protective repayment claims with the Irish Revenue in case they are hit by an Irish tax bill.
The Irish Times reports that the chairman of the EBS has said he and the board are not campaigning against the re-election of independent non-executive director Ethna Tinney. However, Mark Moran says he and the board are asking members to support them, while Ms Tinney is asking members to support her. "Ultimately the decision is for the members," he said. Ms Tinney has said she believes the way the society is conducting the campaign is "totally inappropriate". Ms Tinney, a producer with Lyric FM who was appointed to the board in 2000 and reappointed with the board's approval in 2004, is not being supported for re-election at the annual general meeting on April 16th. In a letter to members, Ms Tinney asked for their support and outlined three reasons why she said the board was not supporting her, including issues to do with corporate governance and "aspects of senior executive remuneration". Mr Moran, in a letter accompanying Ms Tinney's, said Ms Tinney's reasons were "without foundation" and could only be interpreted as an attempt to create a platform for her election. He said Ms Tinney had lost the confidence of the board because of her performance as a director, and he asked members to vote against Ms Tinney or to attend the agm. The battle between the two sides looks set to intensify up to the vote. An internal EBS e-mail to branches, from regional manager Colin Grant, has been seen by The Irish Times. In the March 29th e-mail, Mr Grant urged staff to "complete your own proxy form supporting the board, ie opposing the re-election of Ethna Tinney to the board". He also asked staff: "In your daily interaction with members, encourage them to use their vote, again don't offer advice but ask them to support the board." Callers to EBS branches are being encouraged to fill in proxy forms. The Irish Times has also seen a copy of a letter dated January 28th, 2004, from then chairman Brian Joyce to Ms Tinney, in which he states that an appraisal by fellow directors had found her performance to be below average and that if it did not improve, "it would be a resigning matter on your part". On the basis that she agreed to this, he agreed to recommend that she be renominated for election to the board. Ms Tinney signed the letter under the word "agreed". A subsequent assessment was carried out on board members in December 2004. Ms Tinney told The Irish Timesthat she was never shown her result from this assessment, nor was it discussed with her. No assessment has been carried out since. Mr Moran told The Irish Times that this later assessment again resulted in Ms Tinney scoring "off average", but said he did not know if the matter had been raised with her by the then chairman. Mr Moran said Ms Tinney had never made an issue at board level about the level of remuneration received by senior executives. The Irish Times also reports that telecoms and media tycoon Denis O'Brien is set to double his stake in Independent News and Media (IN&M) in a move that will cost him over €130 million. Mr O'Brien has placed an order to buy 5 per cent of the group, which will cost him €135 million at last night's closing price of €3.56 a share. He already owns 5.06 per cent of the company led by rival Sir Anthony O'Reilly, following two similar raids on the stock early this year and in January, 2006. That stake cost him in excess of €106 million. He paid €56.5 million when he bought an initial 3 per cent of the country's biggest newspaper group last year. He spent a further €50 million upping that to 5 per cent last January and February. The latest order - for just over 38 million IN&M shares or 5 per cent of the company - was placed with Goodbody Stockbrokers either early yesterday or late on Tuesday. The firm did not complete the transaction yesterday, and it could not be established if its traders bought any shares on Mr O'Brien's behalf, as Goodbody refused to comment. Around 2.1 million IN&M shares were traded yesterday in Dublin, and the price jumped six cent or 1.71 per cent to €3.56. Dealers said the number of shares sold was not unusual, but acknowledged that there were reports in the market that someone was seeking to build a stake in the company. One source was of the opinion that that party was "someone who might already have been associated with the company". IN&M is due to pay shareholders a final dividend of 8.3 cent a share, bringing the total to 12.45 cent a share, within the next few weeks. On the basis of his current holding of 38.6 million shares, the group's total dividend payout to Mr O'Brien for 2006 will be close to €5 million. The imminent dividend payment has added a premium to the group's price and could possibly make some shareholders less willing to sell. However, the price did not put Mr O'Brien off on the last two occasions he bought shares in the group, and sources say that it is unlikely to this time. The biggest institutional shareholder in IN&M is Bank of Ireland Asset Management (BIAM), which holds around 10 per cent of the group. That is likely to have been one port of call for Mr O'Brien as it has already sold shares to him. Outside of the O'Reilly family, the other big stakeholders are Marathon and FMR, which each hold 5 per cent. Mr O'Brien's previous forays into the stock sparked a variety of rumours, including that he is lining up a bid for the company. The IN&M chief executive led the consortium that foiled Mr O'Brien's attempt to buy Eircom and take it private in 2002. The deal sparked a bitter rivalry between the two men. Sir Anthony O'Reilly holds 28 per cent of the group. There is speculation that he may step down this year, after IN&M completes the leveraged buyout of Australian media player, APN, in which it holds a 40 per cent interest.
Mr Sheehy was paid a total of €2.43m by the bank last year, making him one of the highest-paid executive’s in the country. His pay is now on a par with Bank of Ireland chief executive Brian Goggin, but still shy of the €3m Anglo Irish Bank chief David Drumm was paid last year. AIB’s annual report for 2006, reveals that the bank’s top three executives shared nearly €5.5m in salaries, bonuses and other compensation. Colm Doherty, a veteran AIB banker who heads its capital markets division, was paid almost €2m in 2006. His €570,000 basic salary was dwarfed by a €1.2m performance bonus. He also received a pension contribution of €148,000 and other perks of €57,000. Mr Doherty’s remuneration is 27% higher than in 2005.
The group is required to license the technical information to competing groups under the terms of the European Commission’s antitrust ruling issued three years ago. Brussels hopes the order will allow rivals to design server software that runs more smoothly with Windows. The Commission last month accused Microsoft of demanding excessive royalties from licences. Microsoft wants up to 5.95 per cent of companies’ server revenues as a licence fee. But the confidential statement of objections from the Commission in the long-running dispute makes clear that Microsoft will at best be allowed to levy a tiny fraction of the royalties it is demanding. According to calculations by the Commission’s technical expert, Prof Neil Barrett, Microsoft’s demands would mean that rivals could recoup their development costs after seven years. The Commission’s expert, who was suggested for the post by Microsoft, goes on to calculate that even an average royalty rate of 1 per cent would be unacceptable for licensees. Prof Barrett states that a 0 per cent royaltywould be “better” and adds: “We can only conclude on this basis that the Microsoft-proposed royalties are prohibitively high [...] and should be reduced in line with this analysis.” Three Microsoft rivals that have reviewed the group’s pricing scheme extensively – understood to be IBM, Sun and Oracle – come to the same conclusion: “The prices charged by Microsoft are prohibitive and would not allow them to develop products that would be viable from a business perspective,” the Commission charge sheet says. A spokesman for the US group said: “Microsoft will respond to the latest statement of objections in full by April 23. We believe we are in compliance with the March 2004 decision and that the terms on which we have made the protocols available are reasonable and non-discriminatory.” The FT also reports that Europe’s business lobby has warned the European Central Bank not to increase eurozone interest rates much further, saying exchange rates could enter “a more dangerous situation”. The ECB has lifted its main interest rates by a quarter percentage point seven times since December 2005, to the current 3.75 per cent, reflecting the economic revival in the 13-country eurozone. It has hinted strongly of further rises to come. But Ernest-Antoine Seillière, president of Business Europe, the Brussels-based businsess federation, told the Financial Times that: “Above four per cent, one feels and knows that we are entering another world. There is something there which is very symbolic.” His comments, ahead of a meeting on Wednesday with Jean-Claude Trichet, ECB president, revealed businesses’ fears that the eurozone’s relative economic strength and rising interest rates could lead to significant euro appreciation at a time when fears are mounting about the US outlook. The robustness of eurozone growth was illustrated on Wednesay by an unexpectedly-sharp 3.9 per cent jump in February’s manufacturing orders in Germany, the eurozone’s largest economy - the biggest monthly increase in two years. However, Mr Seillière played down the impact on exporters of current exchange rates. Against the dollar, the euro has not yet hit the peak of more than $1.36 seen at the end of 2004. The ECB’s governing council is expected to leave interest rates unchanged at its meeting next week. But financial markets expect its main rate to rise to 4 per cent in June. Mr Seillière suggested that ECB fears about rapid economic growth fuelling inflationary wage settlements were misplaced, arguing that global competition was keeping wage costs in check. Even at 3.75 per cent, eurozone interest rates were probably no longer stimulating growth, Mr Seillière said. At above 4 per cent, “the difference in interest rates between Europe and Japan, and Europe and the US, then could be seen as something which leads to a more dangerous situation in terms of exchange rates.” Asked whether the ECB would have gone too far if it lifted its main rate to 4.25 per cent – forecast for later this year by some economists, Mr Seillière said that in business, “certainly nobody envisages today that we could go up to there…Our indulgence would at some point find its limit.” Mr Seillière said that a “convergence of factors” was creating concern about the future value of the euro. “The dollar weakness, yen policy, and the yuan policy puts the euro in a position where there could be a question: are we going to be weakened by monetary policies from the rest of the world, which tend to push us up more and more?” Europe’s economic interests were being undermined by political weakness, with too many individuals representing the continent at international meetings, he complained. Without improvements in governance, the European Union, “is not able to come to the negotiating table and say, sorry, we have our own interests. There is an obvious weakness there.” The comments by Mr Seillière, a former head of Medef, the French business confederation, echoed similar complaints in Paris about the eurozone’s political weakness. But Mr Seillière was dismissive of attacks on the ECB by candidates in France’s presidential elections. Nicolas Sarkozy, the frontrunner, has argued the ECB should focus more on boosting economic growth, for instance. “I think it is largely political, election orientated,” Mr Seillière said. “Once a candidate is elected…we will not hear the same things.”
Speaking at the New York International Auto Show as Ford introduced a crossover vehicle called the Flex, Alan R. Mulally dismissed speculation by some analysts and industry executives that Ford would require a third round of cuts on top of the two already announced as part of the program it calls the Way Forward. That strategy calls for Ford to close 14 factories and to eliminate as many as 44,000 hourly and salaried jobs — or about a third of its work force by 2008. Ford, which lost $12.7 billion in 2006 including charges for its revamping, does not expect to earn money in North America for two more years. The plan, announced in January 2006, was expanded and speeded up in September. “With everything we know, we don’t see any changes to the plan,” Mr. Mulally said in a brief interview. “This is the transformation. It’s all in the plan to get there by 2009.” Even so, Mr. Mulally acknowledged that Ford had too many dealers, adding, “When you have overcapacity, you need to consolidate to match capacity to demand.” There are about 4,600 Ford and Lincoln-Mercury dealers in the United States. Ford’s next-closest competitor, the Toyota Motor Corporation, has 1,300 Toyota and Lexus dealers in the United States. Although Ford had said it expected its sales and market share to drop over the next two years, company officials acknowledged that sales fell faster in January and February than they had forecast. But yesterday, Mark Fields, the president of Ford’s operations for the Americas, said Ford had hit its targets for unit sales, revenue from sales and other measurements in March, the first time this year that it has met its goals. For the first quarter, Ford’s sales in the United States were down 13.2 percent from the first quarter of 2006, while its market share fell 2.3 percentage points, to 16.4 percent. Ford contends that some of the loss is because it is giving up unprofitable sales to rental car companies, which General Motors also is doing. Even so, sales of some of Ford’s most popular vehicles have fallen this year, on top of steep declines in 2006. Sales of its Explorer sport utility are down 25.7 percent in the quarter compared with 2006, while the F-series pickup is down 14.1 percent. Ford officials say that part of the drop in F-series sales stems from a cut in production, leaving fewer choices at dealerships than truck buyers like to see when shopping. Further, they say Ford is seeing good performances from some of its newer models, like the Edge, a crossover vehicle introduced in December, and the Fusion sedan, introduced in October 2005. In 2008, those vehicles will be joined in showrooms by the boxy Flex, which bears a strong resemblance to two other models already on the road: the Scion xB, a small van sold by Toyota, and the cube-like Honda Element. In fact, the chocolate brown Flex on display at the Javits Convention Center yesterday had a white roof like that on a certain Toyota, the FJ Cruiser. Ford plans to put the Flex on sale in the summer of 2008 as a 2009 model. With a long hood and rectangular body, the Flex is “a modern station wagon,” said Ken Gross, a veteran automotive journalist. “Eighteen to 30-year-olds love this kind of stuff,” Keith Crain, the publisher of Automotive News, said of the Flex’s angular appearance. Mr. Fields declared that the vehicle would make Ford “the defining crossover company,” just as it led the sport utility vehicle market in the 1990s, with the Explorer, Expedition and others. But Ford is late in expanding its offerings in the crossover market, which was created in 1995 when Toyota introduced the RAV-4. “It’s not going to happen,” Ron Pinelli, president of the Autodata Corporation, which tracks industry statistics, said of Mr. Fields’s claim. “Domestic manufacturers have been outclassed by imports” in the crossover market. “They did it first, and they did it better,” Mr. Pinelli said. Mr. Pinelli said Ford’s new models were not selling in large enough numbers to make up for the loss in sales of its trucks and S.U.V.’s. He also said he was puzzled over which buyers might purchase Flex, given its retro appearance. “Who is it really designed for?” Mr. Pinelli asked. And where they might buy it was also open to question. Ford dealers expect the Flex to be available only in limited quantities, said Howard E. Kuperman, president of Phil’s Ford Lincoln Mercury in Port Jervis, N.Y. Asked how he thought it would do, Mr. Kuperman replied, “We car dealers can sell anything.” How many Ford dealers will be around by the time Flex reaches showrooms is not clear. Mr. Fields and Mr. Mulally said Ford was working to persuade dealers in some metropolitan areas to combine their dealerships. State franchise laws prevent carmakers from unilaterally closing dealerships, and financial advisers to Ford have estimated that it would cost the company several billion dollars to buy out hundreds of dealers. Said Mr. Mulally, “There isn’t enough money in the world to do something like that.” The NYT also reports that it is not common for the salary of an American chief executive to be dwarfed by the cost of keeping that executive safe. But then, Google is an unconventional company. The Internet search giant paid its top executive, Eric E. Schmidt, a salary of $1 and a holiday bonus of $1,723 in 2006, according to a regulatory filing Wednesday. But Mr. Schmidt’s personal security cost shareholders $532,755, representing the bulk of his compensation. Mr. Schmidt also received $22,456 to offset taxes due on a perk: the use of a Google-chartered aircraft by family members and friends. Google’s co-founders, Sergey Brin, president of technology, and Larry Page, president of products, earned the same salary and bonus as Mr. Schmidt. Mr. Page received an additional $36,795 for transportation, logistics and personal security. The token salaries represent a sacrifice that Google’s top executives can afford to make. As of March 1, according to the filing, Mr. Schmidt owned more than 10.7 million shares, worth more than $5 billion at Wednesday’s closing price of $471.02. Mr. Brin owned 28.6 million shares worth about $13.5 billion, and Mr. Page owned nearly 29.2 million shares worth about $13.7 billion. Each sold shares worth hundreds of millions of dollars in the 12 months since the previous proxy filing. The salary and bonuses paid to Mr. Schmidt, Mr. Brin and Mr. Page reflect little change from 2005, when they each earned a salary of $1 and bonuses of $1,630 to $1,723. For the latest filings, guidance by the Securities and Exchange Commission included personal security as a perk that should be listed as compensation, said Jon Murchinson, a Google spokesman. He would not give further details about Mr. Schmidt’s security expenses. Four other Google executives — the chief financial officer, George Reyes; the senior vice president for business operations, Shona Brown; the chief legal officer, David Drummond; and the senior vice president for product management, Jonathan Rosenberg — earned salaries of $250,000 each. Adding other compensation, including stock option awards and incentives, they earned $1.7 million to $2.8 million. They also held unvested stock options with an estimated worth as of Dec. 31, 2006, that ranged from $21 million for Ms. Brown to $30 million for Mr. Drummond. The company’s filing also includes a shareholder proposal to be voted on at the company’s May 10 annual meeting that would require Google to resist demands for censorship by all legal means and would prevent it from holding data that could be used to identify individuals in countries that restrict freedom of speech. In recent years, Google has been criticized for its decision to create a search engine for the Chinese market that censors certain results. And its rival Yahoo has come under fire from human rights groups for handing over personal information to the Chinese authorities about users who were later imprisoned for criticizing the government. Google’s board recommended that shareholders vote against the proposal. © Copyright 2007 by Finfacts.com |