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GE Capital Increases the Heat in Bid for Kemper : Merger: General Electric unit requests list of shareholders for direct discussion of its $2.35 billion takeover attempt. A $55-per-share offer was rejected.

March 21, 1994|From Reuters

HARTFORD, Conn. — Turning up the pressure on Kemper Corp., GE Capital on Sunday asked the asset management company to turn over its list of shareholders so it could go directly to them to discuss its $2.35 billion takeover bid.

"We are requesting a Kemper shareholder list so that we may communicate directly with them and let them make the determination regarding our proposal," GE Capital Chairman Gary Wendt said in a letter to Kemper Chairman David Mathis.

Last Thursday, Kemper's board formally rejected the GE bid of $55 a share, saying it felt its shareholders would be better served if the company remained independent.

The General Electric Co. unit said that in light of Kemper's action, it had no choice but to go directly to the stockholders--all but indicating that the bid would turn hostile.

"We were disappointed at your continued refusal even to discuss our $55 per share cash merger proposal," Wendt wrote in the letter released by GE.

"By your refusal you leave us no choice but to proceed unilaterally and communicate directly with our fellow shareholders who surely will feel the time-sensitive urgency to consummate this transaction as promptly as possible or risk seeing their values decline," Wendt wrote.

GE has previously said it had not approached any Kemper shareholders nor tried in any way to pressure the Long Brook, Ill.-based company.

But Wendt disclosed in the letter that GE had been rebuffed by Kemper at every turn.

GE first approached Kemper on March 2 in a private letter to Mathis. The bid was rejected two days later. Then last week, GE made public its interest in Kemper, sending the fund company's stock soaring. Kemper rejected the public overture on Thursday.

Analysts expect GE will eventually raise its offer--perhaps to as high as $70 per share--and investors will gladly accept it.

Kemper shares closed Friday up 37.5 cents at $61.125 on the New York Stock Exchange.

When GE Capital on March 14 made its bid public, it said it "might increase the price if, after a review of Kemper's real estate portfolio, it seemed appropriate."

Kemper manages $70 billion in investors' funds, nearly 10 times as much as GE Capital, including $48 billion in the fast-growing mutual fund business.

Kemper's real estate holdings have been valued as high as $1.5 billion, but have proven a major drag on the company's earnings.

In February, it said its real estate segment had a net loss of $257.7 million in 1993, compared with a net loss of $209.1 million for 1992.

GE Capital has been very astute at buying assets burdened by excessive debt loads, analysts said.

With its large cash surplus generated from other segments of its business, GE Capital can afford to refinance the Kemper real estate assets, manage them and then await higher prices.

GE Capital hopes to apply this expertise to the Kemper portfolio, but analysts believe Kemper's mutual fund business is GE Capital's primary goal.

"I do not believe any other company could get as much out of a buyout of Kemper as GE Capital can," said analyst Mike Lewis of Dean Witter.

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