Beazer Group’s Bid for Koppers Extended to April 15
Investors, led by Britain’s Brian C. Beazer, Thursday extended their $1.7-billion hostile bid for Koppers Co. until April 15, when a federal court ruling is due on whether the offer violates securities laws.
Beazer said he was shocked that Koppers’ board of directors has not yet given shareholders any advice on the $60-a-share offer, which has been on the table for two weeks.
The board called Beazer’s previous offers of $45 a share and $56 a share inadequate.
Analysts said the Pittsburgh-based cement and building products company has strengthened its position by shifting the battle from the stock market to the courtroom.
“It looks like Koppers has won a lot of the early skirmishes,” said an analyst at a Wall Street investment house who spoke on the condition of anonymity.
Arbitragers who speculate on stock prices during takeover struggles are “getting nervous,” he said, noting that Koppers’ “stock has not been performing well.”
In trading on the New York Stock Exchange, Koppers closed at $56.125 a share, up 75 cents.
As of Tuesday, 137,154 common shares out of Koppers’ 28.5 million outstanding shares had been tendered under Beazer’s offer, the suitors said Thursday.
Beazer complained in a statement that the board is denying shareholders “the benefits of an offer that neither it nor its financial advisers could conclude was inadequate.”
Observers say that the offer makes a fair valuation of the company. “I think it’s a very generous offer,” said the Wall Street analyst. “I think management should accept it.”
U.S. District Judge Maurice B. Cohill Jr. on Wednesday barred the Beazer group from proceeding with its offer until April 15, when he plans to rule on Koppers’ defensive lawsuit filed in Pittsburgh.
Cohill said his preliminary injunction will not take effect unless Beazer succeeds in overturning a similar injunction issued Monday by a federal judge in Los Angeles on antitrust grounds.
Separately, BNS Inc., the takeover company formed by Beazer, Shearson Lehman Hutton Inc. and National Westminster Bank PLC, failed to persuade a federal judge in Delaware to revoke Koppers’ poison pill, a shareholder rights plan that would greatly increase the cost of a takeover.
Koppers Chairman Charles R. Pullin testified before Cohill Wednesday that he expects the Koppers board eventually will reject the $60-a-share offer and that the bid will be topped by some other bidder. But Pullin added: “I’m not sure I could hazard a guess as to when.”
Koppers has said it is considering selling all or parts of the company, borrowing heavily to recapitalize the company, or paying special dividends to enhance shareholder values in order to keep Koppers away from Beazer.
