Norton Tender Results Favor Victory by BTR

Britain’s BTR PLC moved closer to victory Friday in its hostile effort to take over Norton Co., announcing that almost two-thirds of Norton’s stock was tendered under BTR’s $1.64-billion buyout offer.

While there are still a number of obstacles to a takeover of the Worcester, Mass.-based plastics and ceramics company, the one-sided tender result was another setback in Norton’s effort to remain independent.

BTR said it had received 64.1% of the stock and was extending the share purchase offer.

Earlier this week, Norton lost a legal fight that undermined a key part of its anti-takeover federal judge Wednesday denied its attempt to reschedule its April 26 annual shareholders’ meeting at which BTR intends to try to oust Norton’s board.

After the court ruling, Norton’s shares jumped $3.125 as investors bet it would now be harder for the company to thwart BTR. It rose another $1.125 to $77.125 Thursday when BTR said it may be ready to negotiate a higher offer. The stock markets were closed on Friday.

But there were no signs BTR and Norton were about to come to agreement, nor was BTR close to completing its tender offer.

BTR fell short of its own requirement that two-thirds of the stock be tendered. And it has conditioned the purchase of stock on the removal of certain anti-takeover provisions that would make a hostile takeover highly expensive.

Nonetheless, a source close to BTR said the heavy tendering was significant “because it certainly shows where the cards are held,” since a majority of stockholders offered their stock in support of a buyout.

The tender results may put new pressure on the board to negotiate, a takeover speculator said.

Norton’s last lines of defense are legal maneuvers, including an appeal of the court’s order that the annual meeting be held and Massachusetts state legislation that would effectively block a takeover.

The sides remain far apart. Norton has stonewalled BTR in its attempts to get the companies together and Norton Chairman John Nelson has not responded to telephone calls and letters from BTR chairman John Cahill, BTR said.

Norton, an old-line Massachusetts-based manufacturer, employs 16,000 and is known for exploiting niches in slowly growing markets. It had no comment on the tender results.