BFGoodrich's agreement to acquire Coltec Industries has come under attack from US engineering concern Crane, which has filed a lawsuit against both companies in a bid to force Coltec to consider its merger offer.
Stamford, Connecticut-based Crane says the lawsuit is intended to remove anti-takeover provisions in the Coltec/BFGoodrich agreement to provide a "level playing field" for consideration of its competing offer. BFGoodrich's deal, signed in late November, includes a termination fee and other means of deterring a bidding war.
Crane says its stock-for-stock offer for Coltec - valued at $1.45 billion - beats the $1.2 billion purchase price agreed by BFGoodrich. The company first approached Coltec in 1995 and its most recent take-over offers were rebuffed on 24 September and 20 November, just days before the BFGoodrich deal was announced.
In its lawsuit, Crane says Coltec signed a three-year agreement in 1995 under which it was required to notify the company if a third party made a merger offer. Crane claims Coltec's negotiations with BFGoodrich were conducted in breach of this written agreement, which expired on 31 October. BFGoodrich declines to comment.
A Coltec/BFGoodrich merger would create a company with$5.5 billion in revenues, predominantly in aerospace. Crane says its take-over of Coltec would create a "well-balanced industrial/aerospace company" with sales of over $3.7 billion. Coltec's businesses include seat manufacturer AMI, landing gear supplier Menasco and engine control specialist Chandler Evans Control Systems. Aerospace, which makes up more than 45% of Coltec's sales, accounts for 13% of Crane's revenues, but40% of its operating profits.
BFGoodrich has bought the ice detection product line of Robotic Vision Systems.
Source: Flight International