Flexi-Van Acquires Jacobs’ Holding in Castle & Cooke

Flexi-Van Corp., which has agreed to merge with Castle & Cooke, said Tuesday that it has purchased the stake that an investor group led by financier Irwin L. Jacobs held in Castle & Cooke for about $57 million.

The purchase clears an obstacle to completion of the merger, which is to be submitted to shareholders of both companies next month.

The merger, announced March 12, involves an exchange of stock.

Flexi-Van, which would assume managerial control of Castle & Cooke in the merger, said it had purchased the 14% of Castle & Cooke’s common stock that the Jacobs group held.

In addition, Flexi-Van said the Jacobs group agreed for a period of five years not to purchase securities of either company or “engage in any other takeover related activities with respect to such entities.”

Jacobs, who has an office in Minneapolis, could not be reached for comment on the announcement. A woman who answered the telephone at his office said he had left for the day.

The Jacobs group had gradually increased its stake in Castle & Cooke over the past two months; Jacobs had said he opposed the merger and would vote against it.

David H. Murdock, chairman and chief executive of Flexi-Van, said “the opposition of the Jacobs group was potentially harmful to the successful completion of the merger.”

“The purchase by Flexi-Van of the shares from the Jacobs group for an amount approximately equal to their cost and expenses is an appropriate resolution of this costly and disruptive dispute,” he said.

The announcement provided no breakdown of how much the Jacobs group had paid for the stock it had acquired, and a Flexi-Van spokesman, Kenneth Arestia, said he did not know what that figure was.

Flexi-Van shareholders are expected to vote on the merger in late June with a similar vote by Castle & Cooke shareholders expected a few days later, Arestia said.

In making the announcement of the buy-out of Jacobs’ stake, Flexi-Van said it had agreed to increase the consideration which Castle & Cooke shareholders will get in the merged company.

In addition to a dividend of preferred stock previously proposed, Castle & Cooke shareholders would also get a stock dividend of 0.032 of a share of Castle & Cooke stock for each share they held prior to the merger.

Flexi-Van provides operating leases of marine containers and chassis. It had net income of $21.4 million on sales of $165.4 million in 1984.

Castle & Cooke has interests in production and sale of fresh fruits and vegetables, and markets some of them under the Dole brand name. It also has real estate holdings in California and Hawaii.

It had a loss of $76.7 million in its fiscal year ended June 30, 1984, on revenues of $1.5 billion.