Individual Restaurant Company’s chief executive Steven Walker has teamed up with major shareholder and Iceland founder Malcolm Walker to launch a bid to take the company private.
The pair have formed a new company, W2D2, alongside Tarsem Dhaliwel and Paul Dawes to launch a bid for the restaurant chain operator which values the business at £5.67m.
The consortium already owns just under 32m shares in IRC, or 53.63% of the company and is therefore in effective control of the business.
Its all-cash offer of 9.5p per IRC share is 1p higher than IRC’s closing price of 8.5p yesterday.
W2D2 said that those shareholders who do not wish to take on the cash offer but retain their shares can do so and will retain anti-dilution, dividends and exit rights.
However, if it gains acceptance from more than 90% of remaining shareholders it will exercise its rights to compulsorily acquire all of the remaining shares.
IRC currently operates 33 restaurants across the UK - 22 under the Piccolino brand and 11 Restaurant Bar & Grill outlets.
It floated in December 2006 by way of a reverse takeover of Bank Restaurants which valued the combined business at around £40.8m.
This included a £14.5m valuation on the equity of IRC’s shares and the assumption of more than £17.7m of IRC’s debts.
The consortium said that IRC was no longer suited to being listed on the stockmarket and that the business needs additional capital if it is to recommence its growth plans.
W2D2 chairman Malcolm Walker said: “IRC is a business which Tarsem Dhaliwal, Steven Walker, Paul Dawes and I have been involved with over many years. We feel that the best option for the business is to take the company private in order to help take IRC back to growth.
“Tarsem Dhaliwal, Steven Walker, Paul Dawes and I all believe that we as individuals and as a team are well placed to give the business the best chance of positive growth in the future.”
IRC’s current chairman Robert Breare said that the board had not been able to give a firm recommendation for W2D2’s offer.
However, he added that shareholders “should be given the opportunity to consider the offer in light of their own circumstances”.
He added that the cash offer “represents a premium to the market price and, given the controlling stake already held by the consortium, such a liquidity event might not be available in the future on similar terms.”