by Richard Phalon ‧ RELEASE DATE: Nov. 2, 1981
Not quite the whole acquisitions rampage now convulsing corporate America--but a detailed reconstruction of Sun Co.'s abortive 1978 move on Becton, Dickinson & Co. as a base from which to survey the scene. At the start, writes Forbes editor Phalon, the diversification-minded energy giant sought only a 34 percent equity interest in the fast-growing health-care firm; such a position would afford ""negative control,"" meaning BD management could not make a substantive decision without consulting Sun. Once a green light was flashed, two prestigious investment banking houses--F. Eberstadt & Co. and Salomon Brothers--quickly and quietly assembled the requisite block of BDX shares, at a 37 percent premium over market, from a pair of insiders and a score of financial institutions. (Among the sellers was the disaffected son of a co-founding father, Fairleigh S. Dickinson, Jr., who had been ousted from the corporate chairmanship.) Once BD's management realized the company was under siege, it launched counterattacks in the courts, Congress, and the press. Eventually, the SEC was induced to mount what Phalon terms ""a big-league enforcement action."" Sun and its allies were hauled into federal district court in Manhattan where Judge Robert L. Carter decided they had indeed conducted an illegal tender offer. (The company should have followed securities-law guidelines calling for advance disclosure of stock-purchase plans, corporate intentions, and related matters of shareholder interest, rather than trying to make a furtive end run.) Confronted with this verdict, Sun agreed to a settlement that not only specified phased divestiture of its BDX shares but also made the erstwhile target an appreciably more formidable adversary for would-be raiders. Phalon's account of the Sun/BD set-to has the excitement of a caper novel and the suspense of courtroom drama, plus the pleasures of a cast of uncommon characters in consequential conflict. On the broader implications of the merger mania, he is somewhat ambivalent--but who will care?
Pub Date: Nov. 2, 1981
Page Count: -
Review Posted Online: N/A
Kirkus Reviews Issue: Nov. 1, 1981
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