LONDON -- BTR PLC, a British conglomerate, Friday launched an unsolicited $75-a-share cash offer for Norton Co., the world's largest abrasives manufacturer with headquarters in Worcester, Mass., in a deal valued at $1.643 billion.
The tender offer for all of Norton's outstanding common shares came two days after BTR announced its 1989 profits rose 36 percent to $1.99 billion.
BTR made the offer through its wholly owned U.S. subsidiary, ER Holdings Inc., and said the bid will expire April 12 but could be extended.
If the offer is not endorsed by Norton's directors by March 30, BTR said it will seek majority representation on the board at Norton's annual shareholders' meeting April 26.
In Worcester, Norton urged its shareholders to defer a decision on tendering their shares. The chemicals, plastics and ceramics maker said its board is evaluating the BTR bid and will advise stockholders of its position on the offer by March 29.
Norton spokesman Francis J. Doherty said U.S. District Court Judge Joseph Tauro issued a temporary restraining order preventing Norton from invoking the provisions of the Massachusetts anti-takeover law.
Norton was the most active issue Friday on the New York Stock Exchange, jumping $16.625 to $74.875 a share. Norton stock rallied earlier in the week on takeover speculation.
BTR, which already owns a 1.64 percent stake in Norton,, said its $75-a-share bid is conditioned on at least two-thirds of the outstanding shares being validly tendered and not withdrawn.
BTR Finance Director Christopher Bull valued BTR's existing holdings in Norton at $15 million.
London-based BTR also said it will try to challenge the action taken by the Norton board in October that amended the company's bylaws to require shareholders holding at least 80 percent of the shares to call special stockholders meetings.
'We are very impressed with Norton and the long-term potential of its core businesses of abrasives and ceramics,' BTR Chief Executive John C. Cahill said in a letter to Norton Chief Executive Officer John H. Nelson.
'We have the financial resources, management expertise and international geographic market presence to substantially enhance the business potential of Norton and assure its continuation as an important and leading business citizen of Worcester and Massachusetts,' Cahill said in the letter.
Cahill said BTR believes its bid for Norton is 'fair and generous.'
In New York, Moody's Investors Service placed Norton's debt rating under review in light of the BTR bid. The action affected about $140 million of Norton's long-term debt.
BTR, which has worldwide revenues in excess of $11.3 billion, has more than 450 business subsidiaries in over 50 countries. It employs more than 100,000.
Among BRT's holdings are Stewart Warner, Rockwell Valve, BTR Nylex, Borg Warner and Dunlop Slazenger.
Norton, which produces ceramics, plastics and chemical process products and is a leading supplier of drilling products and services for the energy industry, had sales of $1.53 billion in 1989. The company employes 16,600 and operates 120 plants in the United States and 27 other countries.
