A successful bid for international recruitment services company OPD looks increasingly likely after three independent board members recommended acceptance of an offer led by OPD chairman Peter Hearn.

A statement issued to the Stock Exchange says that Doug Sutherland, Gillian Oakes, and Ian Moss “believe that the offer price of 57p per share is a fair price in the current market” though they admit “it may not reflect the long term value of the OPD Group.”

The offer represents a premium of approximately 44% to the closing price of 39.5p per OPD share on 14 May 2009, the day before OPD announced it was in discussions with Hearn.

OPD chairman Hearn already has direct or indirect control of 32.1% of OPD’s shares, while Offerco the company set up by Hearn to make the bid, has also received undertakings to accept the offer in respect of a further 6.3%. This brings shares effectively controlled by Hearn to 38.4%.    

Ian Jermin, an analyst at John East and Partners, told Recruiter that it was “probable” the offer would be successful as Hearn was close to having control of 50% of OPD’s shares, at which point the offer becomes unconditional.

This gives existing shareholders an additional 14 days to decide whether to accept the offer, and allows certain decisions to be taken without the usual 75% threshold. 

The statement also announces Offerco’s intention to delist OPD, at which point shareholders who refuse to sell their shares would see them become worthless.  Once Hearn owns or has control of 90% of shares, he would be able to compulsorily acquire the remaining 10% of shares.

The future of Odgers (OPD’s executive search arm) is also in doubt following the announcement. Subject to the offer becoming unconditional, the statement announces Offerco’s intention to consider selling the executive search business to its management.