Cool-headed strategist or crisis manager?

Alfie Kane took his first sick day last Friday

Alfie Kane took his first sick day last Friday. During his seven years at the helm of Eircom the taciturn Northerner never missed a day's work through illness until he was laid low last week after a visit to Beijing in his role as president of the Dublin Chamber of Commerce.

It is tempting to try to make a connection between the ending of an adrenalised year of deal-making and the lowering of Mr Kane's natural defences. The attractiveness of the theory grows when you consider that that Mr Kane has just announced he is leaving Eircom after six years following the completion of its takeover by Valentia Telecommunications. He prefers to put it down to a bug he picked up in China coupled with a long flight.

The reality is he loved his job and, despite never making the fortune that many felt would come his way when Eircom floated in 1999, he leaves a relatively contented man.

That is not to say that he was not handsomely rewarded. Mr Kane is leaving with a substantial exit package, even if he is rather coy about it. Before his departure he negotiated a €1.245 million (£1.58 million) top up to his pension and, under the terms of his contract, he can leave with one year's salary of €482,500 in the event of a change of control.

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"I do have the right to go under the terms of change of control but that is not the basis on which I am going. I have decided that I will go anyway. What I have agreed is an exit package that is in accordance with my contractual terms. Secondly, I have agreed to manage the transition and then for a period of a year to provide consultancy," he said.

He is less coy about a number of aspects of the events of the past 12 months that he is keen to clarify before he bows out of the public eye. In particular he wants to get across that the dismemberment of Eircom after just two years as a public company was a process driven by logic and reason, not panic in the face of a tumbling share price and growing public pressure.

In retrospect, the writing was on the wall for Eircom within a few months of its flotation when Comsource, the Dutch Swedish consortium that owned 35 per cent of the group, decided to sell out, Mr Kane believes. Its subsequent dithering was extremely damaging to the group and led to secondary offerings being cancelled on three occasions, something that still rankles with Mr Kane.

"You could not even describe it as a decision to sell. They verbalised intent to sell as distinct from a very precise decision to sell which was then executed. It was an on-off, on-off fiasco, culminating the night before the announcement of our first-year results as a plc, when Telia changed their mind.

"I was out at a business function and got back at midnight and picked up a message from Telia looking to have a meeting. It was 12 at night and here I was having to get up at 5 a.m. for the first presentation of the first year's results.

"We didn't have a meeting. In the course of the telephone conversation I discovered that Telia had changed its mind!"

It was something of a watershed for Mr Kane. The removal of the 35 per cent "overhang", which he likens to "a big boulder running around in terms of corporate governance" became his priority. The uncertainty that surrounded Comsource's intentions had begun to seriously undermine his ability to manage the business. "Solving the problem was necessary for stability and clarity and focus. All of the essential characteristics in managing a company."

The decision to tackle the overhang coincided with an approach in mid-2000 from a major European telecommunications company, understood to be Deutsch Telekom, although Mr Kane will not confirm its identity. "It was a deal that was, to some extent, made in heaven. It encompassed the whole group, addressed the overhang and also addressed what was a very significant issue that had yet to appear on the horizon. . . but I had no doubt was an issue. . . which was where do small mobile operators go in the future," he says.

The collapse in Deutsche Telekom's share price in the late summer scuppered the all-share deal at the last moment. But the talks with the German group had brought the issue of Eircell's future to the fore and Mr Kane believes his subsequent decision to demerge and sell the mobile group was ground-breaking.

His view was that small operators such as Eircom would not be able to compete against the emerging pan-European operators such as Vodafone once they started to offer high-value services such as seamless roaming for data and third-generation services.

"That big operational need was there and we had various options. We could have had a strategic alliance with big mobile operator; we could have sold 25 per cent or floated the mobile company.

"I was constantly being asked: When are you going to have the IPO of Eircell? The reality was that I could never see any logic of having an IPO or, at the end of the day, selling off a small percentage," he says.

Selling a minority stake was a non-starter because it would actually prevent Eircom from extracting the maximum value from the mobile business, he says.

"Going down the minority route to me was never really a logical option. The second big factor was getting a premium on the sale and you don't get a premium unless you go above 50 per cent," he says.

The third factor and one that was unique to Eircom was the need to mollify the increasingly disgruntled shareholders as the share price continued to sink further below the €3.90 flotation price. If Eircom had opted for a straight sale then the proceeds would have been liable for corporation tax and any special dividend to shareholders would be liable to income tax, according to Mr Kane. "My view was that we should seek 100 per cent distribution, untaxed, to the shareholders. To do that we needed to sell over 90 per cent and if you are selling over 90 per cent you might as well sell 100 per cent," he says.

"Effectively, getting a 100 per cent distribution is worth twice as much as in a normal sale. If we were selling some assets on behalf of the shareholder I would only be able to get 60 cents per euro through the traditional route," he explains.

The true value of the all-paper Vodafone deal is clearly a message that Mr Kane feels never got across to shareholders because it got caught up in the noise surrounding the subsequent sale of the fixed-line business.

"When the mobile was sold the fixed-line business was not up for sale. The reality was that there were a number of significant potentially serious expressions of interest."

The board was obliged to examine these offers and succeeded in getting €1.365 per share from Valentia, a substantial premium over the €1.10 that the company's advisers said represented fair value, according to Mr Kane.

The outgoing chief executive presents the events of the past year as a coherent logical process, the conclusion of which seems inescapable. Others might argue he is merely putting a post-hoc gloss on what was in reality just a prolonged period of crisis management as predators descended on a lame duck.

Mr Kane is adamant that he pursued a defined strategy rather than merely reacted to events.

"Going through all of it was the thread of what I call the healing process. I have a very strong belief that whatever value is realisable in this company will only be realisable if there was a very clear and continuous focus, in an undistracted way and in a supportive environment," he says. He does not say it but the implication is that an indecisive 35 per cent shareholder and massively depressed share price did not add up to a supportive environment.

"I think the environment that is created now is a supportive one, in the sense that the company can go forward now and actively seek to maximise value."

The new owners of Eircom may not have 500,000 angry small shareholders and Comsource to contend with but they do have the Employee Share Ownerhsip Trust (ESOT). Mr Kane considers the decision to give the staff a 15 per cent stake in the business as one of the key "enablers" in the transformation from semi-state to private company, even if it never delivered all the productivity gains it promised. The ESOT now owns 30 per cent of the company via Valentia and the jury is out on whether Irish trade unions will make affable bedfellows for the US leveraged buyout funds behind Valentia.

"Both the ESOT and its partners actually had to work through many challenges during the bidding process and succeeded in doing so. That is what I call circumstantial evidence that they are actually capable of working together," he says.

"Of course there will be critical issues. The big question is will those problems actually be addressed in a sensible and reasonable way. My judgment is that progress will be made because it is in the interest of all the members of the consortium," says Mr Kane.

The question mark over the compatibility of the Valentia consortium members is just one of a number of uncertainties arising from the solution he has engineered to Eircom's problems, concedes Mr Kane,

"If you look at the constituent groups - the customers, the employees, the shareholders, the country at large - there was never going to be a solution that optimizes the needs and wishes of every group. It was a case of which group is the number one priority and for me it has been shareholders," he claims.

This may come as a surprise to most small shareholders but they should bear in mind that, for them to get €1.365 per share, Mr Kane has allowed the national phone company take on the best part of €2 billion in debt. Mr Kane is not too troubled about the significance of this for customers, the economy and the country as a whole.

"The company will have to be very efficient to service that debt and the country will end up being serviced better by having a very efficient telco," he says.

The discipline of servicing its debt will be a big driver for further change at Eircom - if not, the market will show it no mercy.

"If it is not fit to survive it will not survive," he predicts.