Macmillan Says It’s Worth More Than Suitor Bid

The board of directors of Macmillan Inc. on Friday rejected British publisher Robert Maxwell’s $80-a-share takeover offer for the company, saying its talks with other possible buyers suggest that it could receive more than the $80 figure if it decided to sell.

The publishing and information services company, facing takeover threats from Maxwell Communications Corp. and Robert M. Bass Group, described the $2.34-billion Maxwell offer as “inadequate.” In a statement, the company said it intends to continue discussions with “all interested parties” while it also pursues its battle in the Delaware courts over a restructuring proposal that would give shareholders $64 a share.

Macmillan will also “continue to explore an enhanced or alternate restructuring plan,” the company said.

Although rejection of the Maxwell bid was expected, Wall Street analysts were interested to hear the company’s acknowledgement that it might receive more than $80 in a takeover. In a Securities and Exchange Commission filing Friday morning, Macmillan quoted its financial adviser, Wasserstein, Perella & Co., as saying that based on “expressions of interest” in the company, there is a “reasonable probability” that the company would receive more than $80 a share in a sale.

Macmillan didn’t identify any companies with which it has held discussions. In an SEC filing, it said no “negotiations” over a sale have yet taken place.

Keeps Issue Alive

Analysts said that while Macmillan would still clearly prefer to remain independent, it may be forced to look for a buyer sympathetic to management--a “white knight”--if Maxwell and Bass raise their bids much further or if Macmillan’s court fight over the restructuring fails.

“This is the first time they’ve acknowledged that the company is worth more than $80,” said Bruce Thorp, analyst with Provident National Bank in Philadelphia. The statement keeps the issue of a sale to a friendly bidder “alive, at least.”

Macmillan stock, which was at $50 in early May, closed Friday at $83.875 a share, up 62.5 cents, on New York Stock Exchange trading of 176,000 shares.

Meanwhile, the Bass Group on Friday extended its $75-a-share offer, which was set to expire Friday night. Bass extended the offer until Sept. 9.

Several companies have been mentioned on Wall Street as possibly friendly buyers for all or part of Macmillan. They include McGraw-Hill, the publishing and information concern; Gulf & Western, the conglomerate that owns the Simon & Schuster and Prentice-Hall publishing houses, and Times Mirror Co., the diversified media concern that owns the Los Angeles Times.

Spokesmen for those companies declined comment on the rumors.

The court fight over Macmillan’s restructuring plan is to resume Sept. 8 before the Delaware Supreme Court. Bass Group currently has an injunction blocking the restructuring plan.

While some analysts believe that Macmillan may fetch a price in the mid-$80-a-share range, others believe even that would be a stretch. Robert Dunlap, analyst with the Brown Bros., Harriman & Co. investment firm, said that by his calculations the company’s expected 1989 pretax cash flow wouldn’t cover the cost of buying Macmillan at $80 a share.

“These prices are getting into an area where the economics don’t work,” Dunlap said.