Chairman Dudley Ramsden is considering abandoning the deal, according to reports, despite being offered£9 million in cash and shares in exchange for relinquishing an executive position at the enlarged company.
Ramsden is thought to have told several directors that he will abstain from voting on revised proposals at a board meeting on Thursday.
Under the plans, Nisa's 900-plus shareholders will receive a 60 per cent stake in the merged business, up from 52 per cent in an earlier proposal.
Ramsden is expected to be awarded more than£6 million of shares in the company and more than£3 million for redundancy.
Plans for the merger were first revealed in May this year. Under the original proposals, management was to own 42 per cent and members 40 per cent, with Icelandic investment Bank Kaupthing taking an 18 per cent stake.
The boards of both companies believed combining resources would improve their ability to compete with the big supermarkets.
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