British Company Launches Surprise Bid for Norton

Britain’s industrial conglomerate BTR PLC today launched a surprise $1.64-billion cash bid for Massachusetts-based plastics and ceramics group Norton Co., one of the first major takeover bids in a quiet year for mergers and acquisitions.

BTR said that its $75-per-share tender offer is not subject to financing and that it will launch a proxy fight to take over Norton’s board if it does not agree to the offer.

John Cahill, BTR’s chief executive, said, “We have the financial resources and international market presence to achieve a business combination that will serve the long-term best interest of both Norton and BTR.”

Norton, based in Worcester, Mass., had no immediate comment.

Norton is a leading worldwide manufacturer of abrasives, advanced ceramics, performance plastics and chemical process products at 113 plants employing 16,000 people in 26 countries.

BTR said the offer was conditioned on at least two-thirds of the outstanding Norton shares being validly tendered and not withdrawn.

The British group also sought the elimination of poison-pill anti-takeover provisions, either voluntarily or through court action. Norton has a preferred-stock purchase rights plan that can be issued in response to certain types of takeovers.