The chairman of Informatics General Corp. said Thursday that he is leading an attempt to convert the company to private ownership with a leveraged buy-out in conjunction with the company’s top management and an unidentified group of outside investors.
Informatics’ outside counsel, meanwhile, said the company faces nearly unbeatable odds in efforts to have shareholders adopt anti-takeover measures. And a key Informatics board member said he believes that the Woodland Hills software maker, which recently has been having strong sales but weak profits, eventually will be sold.
Informatics has rejected as inadequate an offer of $26 a share from Sterling Software. Informatics Chairman Walter F. Bauer and his group apparently are potential buyers, although he would not detail his efforts to take the company private.
“We expect to make an offer, but I cannot guarantee that an offer will be made,” said Bauer, who founded the company in 1962. “I would say I’m the leader of that group and the instigator of that action.”
The comments by Bauer, attorney Chester Lappen and board member Daniel McGurk were made during and after the company’s annual shareholders meeting Thursday. Sterling Chairman Samuel E. Wyly also attended.
There was no immediate tally of shareholder votes on the anti-takeover measures or on the competing slates of board members--one led by Bauer, the other by Wyly--vying for two slots on the nine-member Informatics board.
Approval of the anti-takeover measures would require a majority of the outstanding votes. Lappen indicated that a majority would be almost impossible to get because more than half of those votes belong to former shareholders who sold their stock after March 15.
Holding the stock on that date entitled shareholders to vote even if they sold their shares before the meeting. Since former shareholders have no financial interest in the outcome, they often fail to vote, making it more difficult to get a majority.
After the meeting, McGurk, who heads the committee looking into a sale of the company, said he believes that there will be a sale for more than $26 a share, although there have been no firm bids other than Sterling’s.
After the meeting, Wyly said he will return to Dallas, where Sterling is based, to consider his next move. One possibility would be to make a tender offer directly to Informatics shareholders; Sterling President Sterling Williams hinted that such an offer might be lower than $26 a share.
Informatics’ stock, which traded at about $17 in early March, closed Thursday at $25.75, down 37.5 cents, on the New York Stock Exchange. About 3.2 million shares changed hands, and Bauer said earlier that arbitrageurs, who seek to profit from takeovers, are “very, very extensively” involved.