Koppers Discussing Sale of Company to Third Party
Koppers Co. has begun talks concerning the possible sale of the entire building materials and cement company to counter a hostile takeover attempt by Beazer PLC, Koppers Chairman Charles R. Pullin said Sunday.
Pullin said in a written statement that discussions are being held with “certain third parties.” Koppers spokesman Robert J. O’Gara declined to elaborate.
Koppers has rebuffed Beazer ever since it appeared on the scene about three weeks ago with a $45-a-share offer. Beazer sweetened the bid March 19 to $56 a share, or $1.52 billion, which Koppers characterized as inadequate.
Before going to shareholders Friday with its latest $60-per-share tender offer, worth about $1.7 billion, the British construction and buildings materials company tried to negotiate a friendly deal at the same price with Koppers management.
Shearson Lehman Hutton Inc. is an equity partner in the Beazer takeover bid.
Pullin said Koppers’ board has instructed management to work with the company’s financial advisers to consider alternatives to a takeover.
Those alternatives include a recapitalization that maintains the company’s independence, the acquisition of the company or a portion of its assets by another party and the purchase by Koppers of a stake in another company, Pullin said.
A consortium of banks had agreed to lend Koppers about $1 billion to finance a recapitalization, which would likely involve a one-time cash payout to shareholders.
“We’re progressing in the work that we’re doing to counter this takeover,” O’Gara said.
Up to now, company officials had been firm in their desire to remain independent.
Beazer spokeswoman Lissa Perlman declined comment on the latest developments. Company officials have said previously that they would sue Koppers if the company sold some or all of its construction materials and services businesses as part of a recapitalization.
Beazer sees the acquisition of Koppers as a strategic step toward establishing a worldwide building materials empire.
Separately, the U.S. District Court in Los Angeles late Friday granted Koppers an order that prohibits BNS from buying Koppers stock until April 4, at which time Koppers will argue for a permanent order to block the tender offer.
Koppers had asked the court to halt the tender offer for antitrust reasons. But Beazer had agreed to sell Koppers’ aggregate plant in Los Angeles, if the deal were consumated, to satisfy the Justice Department’s antitrust concerns.
Beazer believes that the temporary order has no practical impact on the tender offer since the offer remains open through April 7 and no shares can be purchased until that time, Perlman said.
