Archive Corp., Cipher Move Closer to Merger : Negotiations: The computer tape-drive companies have agreed to discuss Cipher’s acquisition.
Archive Corp.’s effort to take over Cipher Data Products of San Diego took a step forward Wednesday when the two companies announced an agreement to negotiate an acquisition of Cipher by Archive at $8.25 per share.
Archive launched a $109-million, $7.50 per share hostile tender offer for all Cipher shares last December, and since then the companies have been engaged in on-again, off-again merger negotiations.
The companies, fierce competitors in the market for computer tape-drives, which are used to make back-up copies of computer data, at one point agreed to consider $8 a share. But those talks broke down.
Tag Merrick, an attorney for Archive, said the agreement to negotiate the deal at a higher price is a positive step toward a merger. He would not comment further and Cipher officials declined comment.
More than 85% of Cipher’s outstanding shares have been tendered to Archive, but a takeover has been blocked by Cipher’s “poison pill” defense, which would dilute the value of the acquired shares in the event of a takeover and make the buyout prohibitively expensive.
The poison pill also blocks a takeover until outstanding patent litigation between the two companies is resolved.
Archive sought a temporary restraining order to nullify the poison pill, but a San Diego judge refused the request.
Archive has extended the tender offer several times and continued its efforts to get Cipher to agree to a takeover. Cipher has said it was negotiating with other possible buyers.