Diceon to Go to Court Again in Bid to Stop Takeover Try

Foiled in a Delaware state court, Diceon Electronics of Irvine has filed a federal lawsuit to block an unsolicited $27.2-million takeover bid by Calvary Partners LP, a San Diego investment firm.

The suit, filed in U.S. District Court in Wilmington, Del., alleges that Calvary Partners has made false and misleading statements about Diceon’s proposed bylaw amendments, and that Calvary has failed to disclose certain information required by the Securities and Exchange Commission.

In mid-December, Diceon sued Calvary in Delaware Chancery Court on allegations that Calvary’s proxy materials were false and misleading. But a judge vacated the action, saying the claims were being made prematurely, said James Arabia, Calvary’s president.

Arabia, meanwhile, said his firm has been cleared to solicit tenders from Diceon’s 150 shareholders. The $5.25-a-share offer for 5.2 million shares was mailed Dec. 21, he said. Diceon has rejected the bid as too low.

Arabia did not want to comment about why he wanted the manufacturer of computer circuit boards, except to say he “would try to continue to run the company, hopefully more profitably.” His company owns 100,000 shares, or 1.9% of Diceon’s stock.

Calvary’s bid, made at the end of November, came after Diceon had restructured operations. Diceon laid off 225 of its 1,500 employees in September and announced that it would take a $5-million writeoff in a restructuring of its manufacturing operations.

Diceon began to fall behind competitors mainly because it was lulled by eight years of success and weighed down with too much production capacity from past acquisitions.

Diceon’s stock closed Monday at $3.125 a share, down 12.5 cents a share from Friday’s close.

Executives at Diceon, which was closed Monday, could not be reached for comment.