Calvary Seeks Diceon Shareholders’ List for Takeover
Calvary Partners LP, a San Diego investment firm, is seeking a court order to force Diceon Electronics Inc. to turn over its shareholders’ list in connection with Calvary’s $27.2-million tender offer for the Irvine electronics firm.
In a suit filed Friday in Delaware Chancery Court, Calvary alleges that Diceon failed to comply with Calvary’s request to supply it with a list of company shareholders.
Brian Maddox, a Calvary spokesman, said the company needs the list to proceed with its tender offer and to prepare for a possible proxy contest to gain control of Diceon’s board of directors. Calvary contends that, under Delaware corporate law, Diceon was required to comply within five days of Calvary’s Nov. 27 request for the list. Diceon is incorporated in Delaware.
Officials at Diceon, a manufacturer of printed circuit boards for computers, declined to comment on the lawsuit.
Last Thursday, Calvary launched a $5.25-a-share offer to acquire Diceon’s 5.1 million common shares outstanding. Some analysts have said that Diceon’s poor financial performance makes it vulnerable to a takeover.
Diceon has not yet responded to Calvary’s buyout offer. Jill Hallett, a Diceon spokeswoman, said the company’s board will meet sometime this week to consider the offer.
Diceon lost $10.2 million on revenue of $125.5 million for its fiscal year ended Sept. 30. Facing tough competition in the circuit-board industry, the company laid off 225 of its 1,500 employees as part of a restructuring in September. The company took a one-time charge of $5 million against 1990 earnings for restructuring costs.
Calvary has said it will try to amend Diceon’s bylaws and nominate its own slate of directors at Diceon’s annual meeting on Jan. 16.