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Haworth to Acquire SMED.

STRUGGLING TO FEND off a hostile takeover bid by a rival Canadian office furniture manufacturer, SMED International entered into an agreement Jan. 25 with Haworth Inc. under which Haworth will offer to acquire all the common shares of SMED at a price of $24 per share.

The offer came days after SMED's board of directors unanimously recommended that the holders of SMED common shares reject a $247 million (Cdn.) buyout offer, or $19 a share, made by Office Specialty Inc. and Inscape Acquisition Inc. The board says it made its recommendation on a number of factors including its belief that the offer does not reflect the value of SMED, which recorded sales of $143.7 million in the first half of fiscal 2000.

To fight off what it calls a coercive bid, SMED adopted a shareholder rights plan, also known as a poison pill, that would make it more difficult for a hostile takeover. The plan allowed a potential bidder to make a "permitted bid" directly to all shareholders without prior approval of SMED's Board of Directors. The offer made by OSI was not a permitted bid, the company says.

The shareholder rights plan was subsequently waived to allow for the Haworth offer, and Haworth has sent out a mailing offering to buy the shares, SMED's board of directors recommends that SMED shareholders accept the offer. Board directors and officers, who hold approximately 14% of SMED's outstanding shares, will tender their shares.

SMED is a Calgary, Alb-based manufacturer of office interiors and related products, which are marketed under the trademark "Constructive Solutions." SMED had about $192 million (Cdn.) in 1999 sales. With the acquisition, Haworth, based in Holland, MI, says it becomes the world's second largest office furniture maker with 1998 sales of $1.54 billion (U.S.). Steelcase, the worlds largest office furniture company, had 1998 sales of $2.76 billion.

Mogens Smed, chairman and chief executive officer of SMED, says "Haworth is, like SMED, an entrepreneurial company that has grown rapidly to become the innovation leader in the office furniture industry. The acquisition of SMED will give Haworth leadership in modular interior construction products. Haworth's backing will allow SMED to extend its leadership over other competitors who are trying to enter this market."

Masco To Acquire European RTA Products Manufacturer

Masco Corp. agreed Jan. 24 to acquire Tvilum-Scanbirk A/S, a leading European manufacturer of ready-to-assemble cabinets, shelves, storage units, workstations and furniture.

Headquartered in Faarvang, Denmark, Tvilum-Scanbirk had sales in 1999 in excess of $200 million. Tvilum-Scanbirk, whose management team will remain in place, will become part of Masco's European businesses, operating as a wholly owned subsidiary.

According to Masco CEO Richard Manoogian, the acquisition offers opportunities for both Masco and Tvilum-Scanbirk to expand customer bases through cooperative manufacturing and marketing and with other Masco companies, particularly Mill's Pride of Waverly, OH, a leading manufacturer of RTA cabinets and furniture. Masco purchased Mill's Pride in September, one of five companies it acquired that month for a total cost of about $3.8 billion.
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Publication:Wood & Wood Products
Article Type:Brief Article
Geographic Code:1USA
Date:Feb 1, 2000
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