IT recruiter Lorien has said it was "unable to provide shareholders with a definitive recommendation" on whether to accept the 40p-a-share bid from Southwind (Recruiter, 10 January).

The company's statement to shareholders this month gave a set of reasons for accepting the offer, and then another set of reasons for rejecting it.

Southwind is the Guernsey-based investment vehicle of Bob Morton. It also has a 58% stake in healthcare recruiter Multi Group.

Lorien finance director Chris Hinton told Recruiter: "It's not unprecedented [to list reasons in this way]."

The main argument it gave for not accepting the offer is Lorien's view that the price, which values the company at £7.45m, does not fully reflect the company's worth.

However, the reasons it gave for acceptance include:

• With 40.3% of the voting rights, Southwind is already in a position to exercise de facto control over the company, and its future plans for the company cannot be certain.

• If the offer becomes unconditional, Southwind will hold a majority of the voting rights of the company and will also be free to increase its shareholding without making a further offer. This may adversely affect the liquidity of Lorien Shares.

Despite the Lorien board's view of its own value compared with the offer price, it warned that the shares, which have been trading around 45p recently, may slip back after the offer closes.

Hinton added: "Southwind says it has no plans to make changes to the management of the company or the strategy, but there can be no guarantee that that will remain the case if it gets control. There's not a lot anybody could do about it."

Southwind's offer was due to remain open until 20 February. It is expected to announce the result on 21 February. It is conditional on Lorien achieving a control level of 50%, including the 40.3% it already owns.

No one at Southwind was available for comment.

Lorien also reported its results for the year to 26 November. Turnover rose to £150.3m from £129.2m. Pre-tax profit was £614,000, up from £34,000.

• For updates on the takeover, see recruitermagazine.co.uk