Triangle Industries OKs $1.3-Billion Takeover Bid

Triangle Industries Inc. said Monday that it accepted an unsolicited $1.3-billion takeover bid from the state-owned French conglomerate Pechiney SA in a deal that will let top management buy back non-packaging operations.

The acquisition would greatly strengthen Pechiney’s presence in the consumer containers and packaging business, making it by far the largest in the world, as it prepares for the unification of the Western European market in 1992.

The deal still requires regulatory approval.

Triangle stock soared $35.785 a share to close at $46.25 in the over-the-counter market.

Only 37% of the company’s common stock is traded publicly. Triangle Chairman Nelson Peltz and President Peter W. May control about 63% of the company’s common shares and have 89% of the total voting power. Before the company was taken semiprivate last summer, Triangle stock had been trading as high as $45 a share, said Timothy Burns of Prescott, Ball & Turbin Inc. of Cleveland.

Burns said the sale price was “very fair, in fact it may be a little bit rich.”

For both executives, the cash deal provides a capital windfall while allowing them to concentrate on Triangle’s non-container and packaging operations, which include the production of jukeboxes and vending machines and wire and cable.

Pechiney said it would sell back those businesses to Peltz and May for $225 million.

Pechiney, based in Paris, is a diversified industrial group with operations that include metals production and aerospace equipment.

In a statement, Pechiney Chairman Jean Gandois said the company planned to make no major changes in management and strategic operations at Triangle’s American National Can.

Terms of Transaction

“Together, we will have the depth of resources, leading-edge technology, global distribution network and worldwide market presence necessary to compete successfully in today’s rapidly changing and increasingly demanding marketplace,” Gandois said.

Under the definitive agreement, Pechiney would pay through its U.S. subsidiary, Pechiney Corp., $56 in cash for each of Triangle’s common shares and $101.02 a share in cash for each of the company’s $2 preferred stock, which is convertible to 1.82 common shares.

In addition, Triangle’s 15.75% preferred stock would be redeemed at $10.625 a share plus accrued dividends.