National Gypsum has been bombarded by new buy-out offers in the last two days from Wickes Cos. and a management-led investor group, with management apparently landing on top of the heap for the moment.
The last offer in the bidding flurry came from Aanchor Acquiring Corp., a group headed by National Gypsum Chairman and Chief Executive John P. Hayes, which sweetened its offer to $46 in cash per share and $44 face value in subordinated discount debentures. The group previously had offered $46 in cash and $28 in notes for each of the 22.8 million outstanding shares of the Dallas building products and services firm.
National Gypsum declined to put a value on the proposal. Wall Street analysts have been valuing the debentures at 54% to 60% of their face value, which would make the latest management offer worth about $70 to $72 per share.
Santa Monica-based Wickes threw a one-two punch at National Gypsum on Thursday, hiking its bid to buy the company to $64 per share in cash only hours after offering $60 per share, a bid that apparently failed to improve on a buy-out proposal from the management-led group. Wickes' $60-a-share offer had the advantage of being an all-cash deal, but analysts still valued the old management offer slightly higher.
The second Wickes bid expired at midnight Thursday, National Gypsum said. It was unclear if the $60 offer and a previous $54 tender offer from Wickes remain in force. A Wickes spokesman declined to comment.
National Gypsum's stock jumped $6.75 a share to close at $68.50 on the New York Stock Exchange. On the American Stock Exchange, Wickes stock closed at $6.25 a share, up 12 1/2 cents.
Wickes was invited to submit the second offer by National Gypsum, a source familiar with the negotiations said. The source, who asked not to be named, said he believes that Wickes won't submit another offer.
The Wickes spokesman said the company is evaluating the management group's offer.
National Gypsum said in a statement Friday that a special committee of seven outside directors is continuing to negotiate with Wickes--the first indication that the two sides have been talking.
A National Gypsum spokesman said he didn't know when the negotiations began or who was involved. The Wickes spokesman declined to comment.
National Gypsum said the special committee of directors is reviewing the proposals from the management group and Wickes. Shareholders are scheduled to vote April 25 on the management group's offer.