Word: mergers
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...move was calculated to turn up the heat on Time, which had rejected Paramount's initial bid two weeks ago and instead pressed ahead with its planned merger with Warner Communications. To that end, Time and Warner on June 16 converted their original debt-free stock swap into a leveraged takeover bid in which Time would buy Warner for a total of up to $14 billion in cash and securities, a step that, among other things, eliminated the need for the deal to be approved by Time stockholders...
...raising the stakes, Paramount acknowledged that its takeover proposal is conditional to, among other things, Time calling off its acquisition of Warner and rescinding the share exchange already executed and on Paramount's ability to obtain adequate financing. To cover the cost of acquiring Time's stock and meet merger-related expenses, Paramount said it expects to secure $14 billion in bank loans and raise $1.6 billion through the sale of high-interest junk bonds...
...latest agreement replaced a March merger proposal that called for Time to acquire Warner in a swap of 0.465 shares of Time stock for each Warner share. But some on Wall Street had complained that the deal gave Time shareholders no immediate financial reward. "The marketplace has told us we can do better," said Time's Nicholas, 49. "We're still acquiring Warner, but now we're using cash." Nicholas acknowledged that the combined company's earnings would suffer in the short run, but he argued that the company's value will be evident to anyone who examines its assets...
...stock in friendly hands, and it gives Time a head start in its acquisition of Warner shares. Time also asked a federal court in New York City to halt the Paramount bid on the grounds that it reflected a "campaign of deception and manipulation" to derail the Time-Warner merger. The suit alleged that Paramount feared the competitive impact of a Time-Warner combination and was intent on keeping such a merger from taking place. Said Nicholas: "I'm convinced that Paramount's was a spoiler...
Paramount attacked the revised Time-Warner merger agreement as "a defensive device, pure and simple. From the standpoint of Time shareholders," the company said, "we don't see how it begins to compare with our offer of $175 a share in cash for all shares." Declared Paramount's principal investment banker, Robert Greenhill of Morgan Stanley: "We consider this a very weak response." Paramount repeated an earlier offer to negotiate a higher price, and declared, "We will continue our efforts to acquire Time Inc. with firm determination...