United admit they cannot stop Glazer but will not back him
All eyes on Irish duo as club's books are opened to American
Nils Pratley
Saturday February 12, 2005
The Guardian
Manchester United's directors yesterday admitted they were powerless to stop Malcolm Glazer making a bid even though they called his plans potentially "damaging".
The directors, in a Stock Exchange statement, said they were unlikely to recommend any offer from Glazer but shareholders would ultimately have to decide whether to sell shares. They described Glazer's proposed price of 300p a share in cash, or about £800m, as "fair".
Shareholders United, the fans' group bitterly opposed to Glazer, took encouragement from the board's refusal to recommend Glazer's proposed offer and the description of his business plans as "aggressive".
Oliver Houston, vice-chairman of Shareholders United, said: "The board was under no obligation to make this incredibly bold statement. If the board is against the offer then players and the manager are more likely to speak out against it and that will fuel a customer backlash. Everybody from Malaysian part-time supporters will know it is OK to withhold money from Glazer."
Intriguingly, the board's Stock Exchange statement contained a clear hint that the Irish investors John Magnier and JP McManus, with a 29.1% stake, helped to push the board into opening up the club's books to Glazer, who owns 28.8%.
It said "a majority of shareholders would want the board to permit [Glazer's proposal's] development" and that, therefore, Glazer had been granted "limited" due diligence.
The Irish pair now become key players. Their stake effectively gives them the power of veto on any takeover bid, given that Glazer will not proceed without gaining control over 75% of the shares.
It is still possible that the lack of a recommendation by the board will be a deal-breaker. Yesterday's statement confirmed that a "public recommendation of the offer by the board" is one of Glazer's preconditions; however, it also admitted that the precondition could be dropped.
Equally, though, it is conceivable that the Irish pair might refuse to sell to Glazer without guidance from the board. They might be concerned about accusations of selling the club against directors' advice.
United's board gave a strong condemnation of Glazer's plans for the club, which are thought to include large increases in commercial revenues: "The board continues to believe that Glazer's business plan assumptions are aggressive and that the direct and indirect financial strain on the business could be damaging."
The Glazer camp was disappointed by the statement, arguing that the board's near-certain refusal to recommend an offer is premature given that detailed takeover talks have yet to take place. A Glazer source said: "We think we have a compelling proposition and this statement changes nothing. We hope the board will see fit to recommend it when we have had the opportunity to discuss it further with them."
Cubic Expression, the investment vehicle of McManus and Magnier, also argued that the board had hardly advanced matters. "This announcement changes nothing," a spokesman said. "We continue as long-term investors in Manchester United."
The key passage of the board update was partly a u-turn on its position in November. Then, the directors called off talks and refused access to the books on the grounds that Glazer's proposals could jeopardise United's future.
This time, despite making a similar judgment on the revised proposals, they effectively referred the matter to shareholders.
The passage read: "If the current proposal were to develop into an offer - and there can be no certainty that this will occur - the board considers that it is unlikely to be able to recommend the offer as being in the best interests of Manchester United, notwithstanding the fairness of the price. However, it is ultimately for the shareholders to determine whether an offer will succeed."
The statement also gave the first official version of Glazer's funding structure. It confirmed that he has reduced the amount of senior debt - thought to from £500m to £300m - and that rest of the offer would be funded by the issue of preference shares.
The directors were unimpressed by the changes. "The board believes that the nature and return requirements of this capital structure will put pressure on the business of Manchester United, particularly if Glazer's business plan was not met," said the statement.
Joel Glazer, Malcolm Glazer's son who is leading the takeover attempt, now has a key decision to make on how to approach the board once due diligence has been conducted. He is likely to make a final attempt to win the directors' support, but has to decide whether to proceed without a formal recommendation. The Glazers' behaviour to date - such as the removal of three directors at the agm in November - suggests the family is sufficiently thick-skinned to take their bid directly to shareholders.
. Please, leave and don't spam the thread.
y get all pissed abt Ronaldo when u have huge problem divers like PIRES like BERGKAMP out there???
Because calling each other names will surely contribute to this argument in a positive way 
You said that you didn't care about me yet put up a long post replying to me. You're the one here contradicting yourself. I was just having a bit of fun; you're the one who has his panties in a bunch over a couple of posts.