Management Rebuffs Bid for 45% of Orion

A company bidding for the equivalent of a 45% stake in Orion Pictures was rebuffed Friday by Orion’s four top executives, who control about 12% of Orion’s shares if they convert certain warrants.

Nevertheless, the unsolicited offer from Anabasis Investments N.V. will be placed before the Orion board at a Jan. 24 meeting, Orion Executive Vice President William Bernstein said Friday in a telephone interview.

Anabasis, the company that owns the rights to the highly profitable “Rambo” movies, has proposed paying $55 million for 6 million warrants and 1 million shares held by the Orion executives and WP Films Associates, two investment community sources said. One of those sources, who is close to Anabasis, said the company had hoped for a friendly reception but won’t be deterred by the Orion management’s hostile reaction.

Proposal Called ‘Vague’

Bernstein said Orion received the Anabasis proposal Jan. 15. He characterized the proposal as “vague” and declined to release its contents.

Anabasis issued a statement saying it was “shocked that Orion management has determined to consider and respond only to that portion of the Anabasis proposal that relates to management’s own personal interest. Anabasis has made a broad proposal which can benefit Orion and all its stockholders, not just management, and hopes it will be considered as such.”

Sources said the New York firm of Furman, Selz, Mager Dietz & Birney is acting as the investment banker for Anabasis.

WP Films Associates, a limited partnership controlled by Warburg, Pincus Capital Corp., controls about 39% of Orion if certain warrants are exercised. An additional 7.4% of the voting control is held by Home Box Office, the pay-TV subsidiary of Time Inc.