Monex Int’l Won’t Drop Offer for Metals Dealer
Monex International Ltd., the Newport Beach precious metals company, is “extremely disappointed” by North American Coin & Currency Ltd.’s rejection, but won’t yet drop its takeover offer, Monex Chairman Louis Carabini said late Thursday.
The board of directors of North American, the financially ailing Phoenix metals dealer, announced Dec. 21 that it would “vigorously oppose” the Monex $1-a-share tender offer. The company also plans to shore up its defenses against Monex by raising up to $2.5 million from the sale of notes convertible to common stock.
The North American actions set the stage for a hostile battle if Monex pursues its bid.
Carabini said the tender offer, launched Dec. 11 by Monex’s PML Holding Inc. subsidiary, will remain in effect until Monex decides what to do. The offer is worth about $3.8 million.
He accused North American’s board of entrenching itself by voting to issue the notes to officers and directors of the Arizona company.
“The shareholders of NAC should be outraged and shocked” at its board’s decision, said Carabini, who also is chief executive and sole owner of Monex. “It appears to us that this tactic is of highly questionable legality and its primary purpose is to entrench existing management,” he added in a telephone interview.
According to records filed Jan. 2 with the Securities and Exchange Commission, two North American directors are among those who may purchase the notes. The company has structured the notes so that if converted into stock, the sale and voting rights would be heavily restricted, according to the SEC filing.
