Ropak Corp., the Fullerton-based maker of plastic containers, said Tuesday that it plans to make a cash tender offer to acquire a majority of the outstanding shares of Buckhorn Inc. of Milford, Ohio.
The company said it will offer to pay $4 per common share and $5.75 for each share of Buckhorn's preferred stock for at least 55% and not more than 81% of the company's voting shares outstanding. Both Buckhorn's common and preferred shares are voting shares.
At the close of trading Tuesday on the American Stock Exchange, Buckhorn's common stock closed at $3.50 per share, up 63 cents, while its preferred stock closed at $5.25, up 13 cents a share. Ropak closed in over-the-counter trading Tuesday at $8.25 per share, down 25 cents.
The acquisition would cost Ropak at least $7.5 million and could run considerably higher if the bulk of the shares tendered are the higher-priced preferred shares. Buckhorn has 1.855 million shares of common stock and 1.525 million shares of preferred stock outstanding.
Officials at the two companies declined to comment on the specific details of Ropak's offer. William M. Curtis, Ropak's attorney in the deal, said that the company has held a series of discussions with Buckhorn officials and that "we would hope (the merger) could be friendly."
Curtis said Ropak elected to set 81% of Buckhorn's voting stock as the maximum it would acquire because a so-called "super-majority clause" in Buckhorn's charter requires ownership of at least 80% of its outstanding stock in order for the holder to gain a controlling interest in the company.
Like Ropak, Buckhorn Inc. manufactures reusable plastic containers for industrial, agricultural and commercial applications. But the company also supplies rubber products to the manufacturers of heavy trucks.
Charley Metzger, director of communications at Buckhorn, said sales of the plastic containers accounted for nearly $34 million of the company's $45.5 million in revenues last year, while sales of its rubber products brought in more than $11 million.
Over the past two years, Ropak Corp. has purchased six privately held plastics companies throughout the United States and Canada and one in Japan.
Ropak reported net earnings of $1.3 million and revenue of $32.2 million for 1985. For the first nine months of 1986, the company posted net income of $1.45 million and revenue of $35.5 million.