Board Rejects Bass Group Bid for Macmillan
Fending off takeover pressures from two camps, Macmillan Inc. rejected Robert M. Bass Group’s proposal either to acquire the publishing company for $1.9 billion or to restructure the company in a manner similar to Macmillan’s proposed reorganization.
In a statement issued Wednesday morning, Macmillan said its board considers the company’s restructuring plan to be in the best interests of shareholders. The board also said its proposal to distribute special cash dividends of $52.35 a share will proceed as planned at the end of the week.
Macmillan’s restructuring is scheduled to take effect Friday and would divide the New York-based company into two separate entities--Macmillan Publishing Co. and Macmillan Information Co.
Coniston Stake Revealed
Bass Group, which owns 9.1% of Macmillan’s roughly 26 million outstanding shares, has filed suit in Delaware Chancery Court seeking a restraining order to halt the payout and reorganization. The case is scheduled to be heard Thursday before Vice Chancellor Jack B. Jacobs.
In a separate development on Tuesday, the New York investment firm Coniston Partners revealed that it had accumulated a 4.9% stake in Macmillan and filed an affidavit in support of the Bass effort in Delaware court. Coniston has said it is not acting in conjunction with Bass but wants to see Macmillan sold to the highest bidder.
“Coniston really brings a unique twist into it now,” said Bruce Benteman, a research analyst at Wealth Monitors, a Kansas City, Mo.-based investment newsletter. “It’s more than likely we will see the company sold to the highest bidder.”
A spokesman for Macmillan’s board said the restructuring plan “doubly rewards shareholders by bringing them significant immediate value and the opportunity to participate in the future of two high-growth, publicly traded investment opportunities.”
Last weekend, Bass proposed to pay $73 a share in cash for Macmillan or to restructure the company. Under that plan, the Texas investment group would pay shareholders a $58-a-share cash dividend. Macmillan dismissed Bass’ original offer in mid-May to buy the company for $64 a share as “inadequate.”
Macmillan’s stock, which has risen steadily since Bass’ first bid, closed at $75.75 a share, up 25 cents, in composite trading on the New York Stock Exchange. During the session, the stock hit a 52-week high of $76.375 a share.
