Directors of Tylan Corp. schedule meeting to vote on Vacuum General buyout offer.Directors of Tylan Corp. schedule meeting to vote on Vacuum General buyout Buyout The purchase of a company or a controlling interest of a corporation's shares. Notes: A leveraged buyout is accomplished with borrowed money or by issuing more stock. offer Directors at Torrance-based Tylan Corp. have tentatively set a Sept. 14 special shareholder meeting to vote on an $8.7 million acquisition offer from San Diego-based Vacuum General Inc. Two weeks ago the way was cleared for shareholders of the high-tech supply firm to vote on the $4.25-a-share Vacuum General offer after the company's other suitor SUITOR. One who is a party to a suit or action in court. One who is a party to an action. In its ancient sense, suitor meant one Who was bound to attend the county court, also, one who formed part of the secta. (q.v.) , Erie, Pa.-based Autoclave autoclave Vessel, usually of steel, able to withstand high temperatures and pressures. The chemical industry uses various types of autoclaves in manufacturing dyes and in other chemical reactions requiring high pressures. Engineers, withdrew its tender offer. Autoclave's $5-a-share offer was withdrawn after the Federal Trade Commission objected to the potential acquisition on anti-trust grounds. "We've always felt the $5-a-share tender offer was better for our shareholders," Tylan President Kenneth W. Cleveland said. "However, we also have always been concerned about the antitrust Antitrust The antitrust laws apply to virtually all industries and to every level of business, including manufacturing, transportation, distribution, and marketing. They prohibit a variety of practices that restrain trade. question and have kept the $4.25 Vacuum General offer on the table. That now proves to have been the right thing to do." With the Autoclave offer withdrawn "we're planning to go ahead and get [the offer] closed as quickly as we can," Cleveland added. The date of the shareholders meeting is dependent on getting regulatory approval of proxy material and the clearing up of "other technical matters." "I certainly can't conceive of Verb 1. conceive of - form a mental image of something that is not present or that is not the case; "Can you conceive of him as the president?" envisage, ideate, imagine anything that will get in our way." Cleveland said. Vacuum General and Autoclave both had been bidding for the $24.83 million (annual sales) Tylan since mid-April, even though the Tylan board had signed an agreement in principle with Vacuum General at that time. The offers for the company came as directors at Tylan, which made its first profit in three years at the end of fiscal 1988, sought ways to pay off about $3 million in debt accumulated during an unsuccessful foray into Verb 1. foray into - enter someone else's territory and take spoils; "The pirates raided the coastal villages regularly" raid encroach upon, intrude on, obtrude upon, invade - to intrude upon, infringe, encroach on, violate; "This new colleague invades my computer equipment manufacturing. Early this month Tylan directors negotiated a loan to pay off the debt that sparked the acquisition offers. Despite Tylan's agreement with Vacuum General, Autoclave had been tendered slightly over one million Tylan shares, or about 41 percent of the fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. total of shares, before the tender offer was withdrawn. Thomas C. Guelcher, Autoclave chief financial officer, said none of those shares had been accepted for payment. The shares will be returned to their owners, he said. Guelcher said Autoclave decided to abandon its tender offer when it appeared that the FTC's opposition to it would result in a lengthy court battle. The FTC FTC See Federal Trade Commission (FTC). had been studying the Autoclave offer for several weeks to determine whether it violated antitrust regulations because one of that company's divisions, Orange-based Unit Instruments, is a Tylan competitor. Tylan's main product is a gas monitoring device called a mass flow controller A mass flow controller (MFC) is a device used to measure and control the flow of gases. A mass flow controller is designed and calibrated to control a specific type of gas at a particular range of flow rates. used in the semiconductor industry. Two weeks ago the FTC ruled against the Autoclave offer and informed the Pennsylvania company The Pennsylvania Company was a major holding company, owning and operating much of the Lines West territory (west of Pittsburgh and Erie, Pennsylvania) of the Pennsylvania Railroad, including the Pittsburgh, Fort Wayne and Chicago Railway, the PRR's main route to Chicago. that it would seek an injunction to prevent it. Autoclave officials first decided to fight the ruling but later decided to withdraw the offer. "It seemed to us that it was very likely if we proceeded through the preliminary injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits. A preliminary injunction is regarded as extraordinary relief. process that the judge very likely would tell us to take the dispute to court," Guelcher said. "We feel that a long, drawn-out trial would not be in our best interest." Tylan's 1988 fiscal year profit of $3.16 million on sales of $24.83 million was the first in three years. Cleveland said it primarily was due to the sale of several subsidiaries and the computer equipment unit. In its third quarter, which ended March 31, Tylan reported earnings of $332,000 on sales of $6.77 million compared with earnings of $118,000 on sales of $6.47 million during the same period last year. For the first nine months of its 1989 fiscal year Tylan earnings were $1.08 million on sales of $20.15 million compared with earnings of $860,000 on sales of $18.3 million for the first nine months of the 1988 fiscal year. |
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