Maxwell Raises Ante for Macmillan, Bids $80 a Share

British media magnate Robert Maxwell on Thursday jumped into the takeover fight for Macmillan Inc. with a conditional, $80-a-share offer that topped Robert M. Bass Group’s $75-a-share offer for the publishing and information services company.

Maxwell Communications’ cash offer is good only if Macmillan’s board blesses the deal and withdraws its pending restructuring plan. Macmillan management has proposed to divide the New York-based firm into two public companies and pay a cash dividend in a reorganization that management has valued at $64.15 a share.

Noting the conditions, Wall Street analysts said they did not consider Maxwell’s offer a firm bid. Yet they believe that Maxwell is serious, observing that he has recently made two friendly takeovers of U.S. companies and that he has long been rumored to have an interest in Macmillan.

In composite trading on the New York Stock Exchange, Macmillan stock promptly jumped $4.25 a share, closing Thursday at $82.875, a sign that the market expected higher bids. Trading volume was a very heavy 1.45 million shares.

Macmillan Chairman Edward P. Evans disclosed Maxwell’s offer in a statement, saying the company’s board would review both the Maxwell and Bass offers “in due course.” Macmillan’s board has already rejected a series of Bass offers that began with a $64-a-share bid in mid-May.

Bidding ‘Rich’

Maxwell’s move comes as the Bass Group of Texas has seemed to be making headway in its legal effort to block the restructuring that would foil its takeover. A Delaware judge last week granted Bass’ request for a preliminary injunction against the restructuring and in his ruling scolded Macmillan management for misleading its board about the Bass group’s aims.

Macmillan is pressing its appeal of that decision before the Delaware Supreme Court.

Wall Street analysts differed on how high the bidding may go, but several thought that current management’s efforts appear less and less likely to succeed. They speculated that unless Macmillan can quickly find an acquirer that management likes--a “white knight”--it may simply be forced to concede defeat and open the bidding to all comers.

“I think the bidding has already gotten too rich for this management’s blood,” said Bruce Thorp, analyst with Provident National Bank in Philadelphia.

Analysts observed that the weak dollar has helped Maxwell make a higher bid for the company. “You won’t see an American publisher offer more for them,” said J. Kendrick Noble, analyst with the Paine Webber investment firm in New York.

Maxwell conducted an unsuccessful campaign to take over Harcourt Brace Jovanovich starting in May, 1987, and more recently sought to take over Bell & Howell but lost it to the Bass Group. He has, however, purchased two American firms on a friendly basis, Webb Co., a commercial printing concern, and Science Research Associates, an educational publisher.

$1 Billion to Spend

Macmillan’s appeal to the bidders lies in its elementary, high school and college textbook publishing operation and its strong information services arm, said analyst Thorp. The company’s revenue has been growing at a compounded rate of more than 20% a year in the past five years, while its return on equity has been a healthy 22%.

Maxwell, 64, emigrated to England from Czechoslovakia after World War II and built a nationwide chain of newspapers, including the Daily and Sunday Mirrors. More recently, his company has set out to build an international media concern, with interests in publishing, television and satellites.

Maxwell has boasted that he has $1 billion to spend in the United States on acquisitions. Earlier this year, he said he might be interested in purchasing the struggling New York Post newspaper, before it was purchased by Manhattan real estate developer Peter Kalikow.