Firm Advances in Pacific Scientific Takeover Bid
A Massachusetts company said Thursday it has rounded up enough support from Pacific Scientific Co. shareholders to force a special meeting to consider its bid to acquire the Newport Beach company.
Waltham-based Kollmorgen Corp. said it received written consent from investors representing about 17% of Pacific’s outstanding shares to call for a special meeting on whether to oust the current board and elect directors backed by Kollmorgen.
The Feb. 13 meeting also would allow Pacific holders to schedule a vote on Kollmorgen’s hostile offer of $264 million, or $20.50 a share.
Pacific Scientific said it would review the consents to see whether they are valid. A minimum 10% approval is required to call the meeting.
The company last month recommended shareholders reject Kollmorgen’s bid as inadequate.
Lester Hill, chairman and chief executive of Pacific Scientific, said the company’s stock is trading about $3 per share above Kollmorgen’s offer, supporting his contention that the offer is inadequate.
Pacific Scientific stock closed Thursday at $23.69, up 25 cents, on the New York Stock Exchange.
Kollmorgen wants Pacific Scientific for its line of motion-control equipment and motors, which it could sell with its motors for machines that help make products such as semiconductors.
“We’ve said all along that we’d like to get people together to talk in good faith,” said Gideon Argov, Kollmorgen’s chairman and chief executive. “You can’t talk to yourself. It’s not very productive.”
The Newport Beach company’s board and executives are continuing to work with Banc-America Robertson Stephens to look for ways to increase its stock price, including a sale of the company, Hill said.
Pacific Scientific’s board decided Dec. 21 to reject Kollmorgen’s bid and set up severance packages for 51 executives, erecting a “poison pill” takeover defense, according to a Securities and Exchange filing.
The electrical systems maker’s board also gave its shareholders certain stock-purchase rights in the event anyone acquires 10% or more of the company.
