Browning-Ferris Industries said yesterday that it had won Attwoods PLC of Britain with a $615 million hostile takeover offer, defeating a rival's higher but ill-timed offer.
Browning-Ferris said Attwoods shareholders controlling 56.55 percent of common shares accepted its offer. With the $l acquisition, Browning-Ferris would strengthen its presence in Britain, where Attwoods is a trash hauler and owns landfills.
Browning-Ferris, the world's second-largest waste-management company behind WMX Technologies, would also gain the Attwoods solid-waste disposal operations in Florida and the mid-Atlantic region.
The three-month takeover battle for Attwoods, which had been opposed by its management, ended only after a last-minute rival offer. Four hours before the London deadline for Attwoods shareholders to tender their shares, Ikotek Waste Recycling Corp., a Toronto-based waste hauler, offered 130 pence, or $2.02 a share, for Attwoods if Attwoods shareholders rejected the Browning-Ferris offer of 116.75 pence, or $1.83 a share.
But the Ikotek offer was apparently not taken seriously. Indeed, about 80 percent of Attwoods shares are owned by investors in North America, where news of the surprise offer came at 4 a.m. (EST).
"Four hours is not sufficient time for all shareholders to withdraw their offer," an Attwoods spokesman said. He added that Ikotek had first approached the company two weeks ago, but without a financial adviser as required under British law.
Fewer than 1 percent of the Attwoods shares tendered to Browning-Ferris were withdrawn after Ikotek made its announcement, a Browning-Ferris spokesman said. "There was some excitement here, some scrambling," he said. But he said Ikotek's offer "was not a serious offer and, in fact, a frivolous offer."
On the New York Stock Exchange, the American depositary receipts of Attwoods rose 12.5 cents, to $9.25. Each ADR represents five common shares. Browning-Ferris stock gained $1.25, to $28.375.
Browning-Ferris succeeded with its tender offer in large part lTC because Laidlaw Inc., a Burlington, Ontario-based waste hauler, previously agreed to sell its 29.8 percent stake in Attwoods to Browning-Ferris.
This weekend, Browning-Ferris executives expect to meet with Attwoods officials to plan the ownership transition and to assess Attwoods operations. Because of its hostile tender offer, Browning-Ferris was unable to do a "due diligence" analysis of Attwoods.
"We need a good detailed picture of what we bought," the Browning-Ferris spokesman said. Attwoods, based in Slough, England, is the fourth-largest waste management company in the United States.