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Singer's Board Calls Bilzerian Bid 'Acceptable' : But Financing Worries Slow Approval of Offer

December 22, 1987|From Reuters

MONTVALE, N.J. — Singer Co., unable to find an alternative offer for merger or acquisition, said its board believes that a $1.05-billion or $50-a-share tender offer by a group led by Florida investor Paul Bilzerian is acceptable.

In announcing its decision late Sunday night, the board stopped short of recommending the Bilzerian offer to shareholders, saying that it was concerned about the availability of financing.

The board's worries over financing sent Singer's stock plunging to $43.50, off $5.50, analysts said.

Last month, the board of the defense electronics firm urged shareholders to reject Bilzerian's bid as inadequate.

"The board believes that at the present time, the $50-per-share cash price appears acceptable and, with respect to the conditional Bilzerian offer, shareholders should make their own determinations as to whether or not to tender their shares under the offer," it said in a statement released Sunday night.

The board said it had also instructed management and Singer's advisers to continue to look for alternatives that would serve shareholder interests.

Los Angeles Times Wednesday December 23, 1987 Home Edition Business Part 4 Page 2 Column 5 Financial Desk 2 inches; 41 words Type of Material: Correction
A Reuters story in Tuesday's Business section incorrectly reported that efforts by Singer Co. to remain independent included a $775-million restructuring plan announced in early November that featured a $45-a-share cash payment to shareholders. There was no such restructuring plan.

Dan Good, managing director at Shearson Lehman Bros., Bilzerian's financial adviser, said the Tampa investor is in talks with Singer officials, but declined to disclose any details.

"We're in sensitive discussions right now, and we'll make an announcement at an appropriate time," Good said.

Montvale, N.J.-based Singer, whose board met Sunday, said it has notified Bilzerian that subject to other alternatives, it will consider waiving the application of the New Jersey Shareholder Protection Act if Bilzerian can arrange the needed financing and promptly complete his tender offer for Singer's common stock.

Looking for White Knight

The New Jersey law, which Bilzerian has challenged in federal court, says a holder of more than 10% of a New Jersey-based company cannot complete a merger without the approval of the target company's board.

The company first rejected Bilzerian's offer Nov. 13 and repeated its recommendation that shareholders not tender shares to Bilzerian's group during the month.

Singer had been determined to remain independent, but Bilzerian's takeover bid sent it looking for a "white knight." Part of Singer's efforts to remain independent was a $775-million restructuring plan announced in early November that included a $45-a-share cash payment to shareholders.

In late November, Singer said that it wanted to be bought or merged with another firm by January. It said it was talking with a number of potential suitors, domestic and international, but that the group did not include Bilzerian.

A Singer spokesman declined Sunday night to say whether the company has held negotiations with Bilzerian.

Singer did say that it has offered to provide Bilzerian with access to confidential data made available to other interested parties if he signs a confidentiality agreement. The agreement includes a provision that Bilzerian would refrain from buying more Singer stock for 18 months unless he pays all shareholders a minimum of $50 a share for all shares.

Bilzerian could not be reached for comment.

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