In Brief : Shamrock Raises Bid for Polaroid

Shamrock Holdings, controlled by the Roy Disney family, today raised its bid for Polaroid Corp. by about $214 million to $2.61 billion and said it would wage a proxy contest for control of Polaroid’s board.

Burbank-based Shamrock’s previous bid of $42 a share was due to expire today.

Shamrock said the new $45 a share it is now offering also applies to Polaroid’s Employee Stock Ownership Plan. The ESOP, which holds about 9.7 million shares, or 14%, of the company’s stock, is a key to Polaroid’s defense plan, presumably because it puts a portion of the company in friendly hands.

Cambridge, Mass.-based Polaroid has been steadfast in its campaign to remain independent, launching a restructuring plan which included a $300-million stock buyback.

Polaroid appeared to be winning its battle last week when a Delaware Chancery Court upheld the validity of Polaroid’s employee stock ownership plan.

Delaware Court Judge Carolyn Berger said that she saw no evidence that the Polaroid employee stock plan was designed to entrench the management. She said that because the holders of the shares vote secretly, Polaroid management does not control the employee-owned shares.

In its announcement, Shamrock said it intends to seek control of the Polaroid board at Polaroid’s May 9 annual meeting in order to advance its takeover bid by installing its own board members.