THE chief executive of industrial holding firm BTR yesterday attacked
the directors of US adhesives business Norton, the target of a #1000m
takeover bid.
John Cahill said the Norton board wanted to ''entrench itself and its
management, quite possibly at dire costs to shareholders''.
The board's advice to shareholders to reject BTR's bid as inadequate
was ''disappointing''.
Mr Cahill said it appeared the board had spent its time developing a
''poison pill'' defence rather than considering the offer.
Norton's ''poison pill'' -- an increasingly common way of dealing with
hostile takeovers -- is a mechanism which allows shareholders to
increase their stakes in the company if a bidder reaches a certain level
of ownership.
Under the mechanism, the bidder is not entitled to the same right as
other shareholders.
Norton had originally built in such a plan to be triggered if someone
bought 25% but it said yesterday it had amended the level to 10%.
A BTR spokesman said today the company had considerably less than the
10% level which would trigger the ''poison pill''.
Norton, based in Worcester, Massachusetts, is the 264th biggest firm
in the US. It has proved a volatile takeover target for the British
group.
Apart from its shareholding structure and strong rejection by the
board, anti-British sentiment has played a large part in the bid.
Union Jacks have been burned and demonstrations organised to fight
what the citizens and employees of Worcester see as yet another attack
on American ownership by foreign operators.
But Mr Cahill said the company would proceed with its bid to ensure
that Norton shareholders had the opportunity to act on the offer.
He urged the board and management ''to meet with us in a constructive
manner to achieve a friendly transaction that serves the best interest
of Norton, the shareholders, the employees, and the Worcester
community''.
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