Court Blocks KKR, Aiding Maxwell Run at Macmillan

Maxwell Communication came closer Wednesday to acquiring textbook publisher Macmillan after a Delaware court blocked a $2.5-billion pact that would have given Kohlberg Kravis Roberts & Co. control of Macmillan.

“I am delighted by the court’s decision, which should clear the way for our acquisition of Macmillan,” Robert Maxwell, chairman of the British media company, said in a statement issued in New York.

The Delaware Supreme Court reversed a lower court ruling that turned down Maxwell’s request for a halt to the merger agreement.

The court, saying Macmillan’s board had been given inaccurate information about an earlier auction between the two bidders, also ordered Macmillan to drop its “poison pill” shareholder rights plan and a “lock-up” agreement under which Macmillan would have sold Kohlberg Kravis four divisions at a bargain price if the buyout fell through.

Robert Maxwell said he met Wednesday with Macmillan Chairman Edward Evans and other members of the company’s management team and said he was “pleased by their willingness to cooperate with me in ensuring an orderly transition.”

Officials from Macmillan were not available for comment.

Kohlberg Kravis said Wednesday that it would fight in court to retain the agreement to buy the four divisions from Macmillan: Macmillan Book Clubs, Macmillan Reference Books, the Berlitz language schools and Michie Co.

“We plan to vigorously pursue our contractual rights under the option agreement,” said a source close to Kohlberg Kravis, adding the buyout specialist had not withdrawn its bid.

Industry analysts said Maxwell, whose $90.25-a-share tender offer expires Thursday at midnight, now has the upper hand. Kohlberg Kravis’ bid is worth $90.05 a share.