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Japanese firm named winning bidder for Baltimore manufacturer

A Japanese firm that has a long history with Baltimore-based Hedwin Corp. was named the winning bidder for the manufacturer in a bankruptcy auction Friday, a development that Hedwin officials said would save the company's 300 jobs.

Fujimori Kogyo Co. offered $22.2 million after just over two hours of bidding, up from its initial bid of $16.5 million. A team from rival bidder Inteplast Group, a New Jersey maker of plastic products, huddled in another room for five minutes and returned to bow out.

"Inteplast has decided not to bid further in this auction," said Arthur E. Rosenberg, an attorney for the company.

Fujimori topped Inteplast's final offer by $200,000. Both companies declined to comment. But Fujimori said earlier that it wants to retain all Hedwin employees, according to documents filed with the U.S. Bankruptcy Court in Baltimore.

Joe Wolfson, Hedwin's controller, attended the auction and called the result "a fantastic outcome."

"The jobs are going to remain here," he said. "New investment is going to be made here."

The sale still must be approved. A hearing is set for 2 p.m. Monday in U.S. Bankruptcy Court in Baltimore.

The two companies, buyer and seller, go back decades. Fujimori negotiated a license in 1962 to handle Japanese production of Hedwin's Cubitainer, a collapsible plastic container in a box that is used for liquids ranging from sake to ultrasound gel.

Charles S. Deutchman, a consultant who stepped in as Hedwin's chief restructuring officer last fall, said the Cubitainer explains the level of interest that both bidders had in the company.

"It's a unique product," said Deutchman of Shared Management Resources in Ohio. "Though the creditors are going to be repaid a high rate if not 100 percent of their debt, I think the thing that is most important ... is that everyone is going to keep their job."

Hedwin filed for Chapter 11 bankruptcy protection in April after difficulties that included a major fire at its Medfield manufacturing plant last year, higher resin prices, quality-control problems and increased production costs.

Declining gross margins and a high level of debt pressed the company into bankruptcy protection, Deutchman said. He told the bankruptcy court that a sale was the only alternative to laying off all the employees and liquidating the assets.

Hedwin is employee-owned. Executives took out a loan to buy the company in 2004 through an employee stock ownership plan, known as an ESOP, to avoid a sale by its then-owner to a company that intended to move Hedwin jobs to Canada.

The pending sale to Fujimori would save the jobs a second time. But it was unclear Friday whether employees and former employees with stock in the company — about 600 people in all — would get anything for their shares.

Deutchman said the ESOP's ultimate value will depend largely on termination costs for Hedwin's pension, a figure he expects soon from the federal Pension Benefit Guaranty Corp.

Charles White, who retired from Hedwin in 2012 as its Cubitainer department manager, is not happy about the state of the ESOP.

"Some folks are just irate," he said. "We were promised the money. We were promised we were going to get this stock. ... They really touted that as, 'It's going to help you during your retirement.' "

But White, who lives in Harford County, is glad Fujimori is poised to take over the company where he worked for 35 years.

"I think it's a great fit, personally, because they've always been a good customer and a licensee," he said. "And they know the Cube process. They can bring automation in there that would be way beyond what we've been able to do."

Fujimori was the initial bidder after topping three private-equity firms that were interested in Hedwin on the eve of its bankruptcy filing. Friday's auction, by contrast, pitted two plastic industry companies against each other.

Tydings & Rosenberg, which represents Hedwin, held the auction at its downtown Baltimore offices. Bidders trooped in and out of a conference room with views of the Inner Harbor, taking short breaks between most offers to decide on the next bid.

Alan Grochal, a Tydings attorney who represents Hedwin, ran the auction with none of the rapid-fire patter of a traditional auctioneer.

"The pace of play is more like a poker tournament," he said during one of the frequent pauses. "Obviously, there's a lot of strategy."

jhopkins@baltsun.com

twitter.com/jsmithhopkins

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