MAI Basic Four Sues Prime Computer for Postponing Stockholder Meeting

MAI Basic Four Inc. said it has filed suit in Delaware Chancery Court against Prime Computer Inc., claiming that the Massachusetts computer company’s decision to postpone its annual shareholders meeting is an illegal attempt to prevent MAI from completing its attempted takeover of Prime.

On Tuesday, Prime said it had rescheduled its annual meeting from next Wednesday to July 26 because of MAI’s “last-minute, substantial revision” of its offer to acquire Prime. MAI plans to launch a proxy fight at the shareholders meeting to oust Prime’s board of directors and replace it with its own representatives.

But MAI questioned Prime’s motives in changing the meeting date.

“All of the financing and planning for our pending cash tender offer for Prime common stock has been based on a June 14 meeting date,” MAI said in a statement Wednesday. “We believe the latest postponement of the meeting is a deliberate attempt by the Prime board to prevent us from completing our offer.”

MAI launched a takeover bid of $1.3 billion, or $20 a share, for Prime last November. Last week, MAI lowered its offer to $19.50 per share in cash and securities. Prime and some securities analysts have said the new MAI offer has a lower value closer to $17 or $18 per share.