GREENWICH, Conn. -- Lear Siegler, Inc. and Bangor Punta Corp. Monday announced a merger agreement whereby all Bangor Punta common shares will receive $27.50 cash.
The merger followed Bangor's waiving of rights of first refusal to permit Lear Siegler to buy 1.53 million outstanding shares, or approximately 21 percent of Bangor common stock, controlled by Ferdinand Graf von Galen, a West German banker and director of Bangor.
Bangor Punta also granted Lear Siegler the option to purchase up to 1.3 million shares of unissued but authorized stock at $27.50 per share. The agreement also contemplates a cash tender offer under which Lear could commence purchasing shares by Jan. 5, 1984. Bangor preferred shares would receive a proportionate price.
Bangor Punta currently has over 7.32 million shares of common stock and 327,514 shares of preferred stock outstanding.
Kidder Peabody will be the manager of the tender offer.
Last week Lear Siegler reached agreement with Bangor to buy 1.5 million shares for $39 million from James E. Stewart, a Bangor Punta director and chairman of Lone Star Industries, a producer of cement. Lear Siegler's headquarters are Santa Monica, Calif.
Lear Siegler spokesman Jack Cressman said late last week that Lear, engaged in the aviation and general aerospace business, was mainly interested in Bangor's Piper division, a maker of light aircraft for business and pleasure. Additional units such as Bangor's van conversion and marine operations also were 'closely aligned' with Lear's interests, Cressman added.
Previously Bangor chairman David W. Wallace recommended Bangor shareholders and directors against Lear's bids towards what Lear Siegler chairman Robert T. Campion termed 'a friendly takover.'
Wallace said Monday that 'Bangor's board of directors are pleased with the agreement, which we believe is in the best interest of all our stockholders, employees and the communities where we operate.'