Icahn Plans a Tender Offer for Uniroyal

Financier Carl Icahn said Wednesday that he intends to launch a hostile, $18-a-share offer for a controlling interest in Uniroyal, one of the nation’s Big Four rubber makers.

At that price, 51% of Uniroyal’s 34 million shares outstanding would cost more than $305 million. The offer is effective next week.

The financier, who already owns about 10% of the chemical, plastics and rubber-products company, said that, if the offer is successful, he will merge Uniroyal into one of the companies that he controls. He said he would exchange $18 worth of securities for each remaining share.

In consolidated New York Stock Exchange trading, Uniroyal rose 87.5 cents to a 52-week high of $18.75 a share. It led the list of most actively traded issues with more than 4.3 million shares changing hands.

Repeated calls to a Uniroyal spokesman for comment were not returned.

However, late in the day Uniroyal announced that its board of directors had determined that Icahn’s offer was inadequate and not in the best interest of Uniroyal or its stockholders.

But Jim Alexandre, an analyst with the investment firm Donaldson Lufkin & Jenrette, said “we think it’s a very generous offer for the company.”

Icahn also has started a proxy fight in an attempt to thwart Uniroyal’s management from implementing certain anti-takeover measures, including the staggering of the terms of the company’s 12 directors so that a majority of the board could not be unseated in one election. He said he believes that the measures would inhibit the rights of shareholders.

The financier said he had offered to acquire the entire company on a friendly basis but was rebuffed. He also said he had the financing to complete the deal.

In addition, Icahn said he would not sell his Uniroyal stake back to the company before the annual shareholders meeting or afterward--if the anti-takeover measures are defeated--unless the company makes the same offer to all shareholders.

The shareholders will vote on the anti-takeover proposals at the annual meeting scheduled for next Tuesday.

Alexandre said that company insiders own a small portion of the outstanding shares. And since the company needs a two-thirds vote in favor of the anti-takeover provisions, “it will have a hard time getting the proposals passed,” he said.