Cook plans buyout to thwart Triplex

The battle for control of Sheffield-based steel castings group William Cook took a highly unusual turn yesterday when Andrew Cook, the company's executive chairman, unveiled plans to lead an pounds 80m management buyout to thwart a hostile bid from engineering rival Triplex Lloyd.

The surprise move to take William Cook private means the 60-day bid clock will start ticking all over again when the management buyout team sends its offer document to William Cook's shareholders, probably next week.

At 425p a share Mr Cook's cash bid, backed by venture capital group Electra Fleming, tops Triplex Lloyd's latest cash and shares offer, worth 386.5p at last night's close. Shares in William Cook, temporarily suspended early yesterday at 375p pending an announcement, ended 45p higher at 420p while Triplex Lloyd was 2p better at 190p.

Mr Cook is selling his 4.6 per cent stake in William Cook and reinvesting it in Steel Castings, the vehicle formed by Electra to launch the buyout. He will retain his role as executive chairman in the new company. Another 21 senior managers will also invest in the buyout.

Analysts were surprised at the latest twist in the often acrimonious takeover saga which began in November when Triplex made a hostile pounds 58m offer.

"Nobody saw this coming on the horizon at this late stage in the bid," said John Dean, analyst at stockbrokers Albert E Sharp. "It is a very unusual form of 'white knight'."

Sources familiar with the takeover said the Cook camp had been in discussions with Electra about a buyout since Christmas, but Triplex's revised offer had forced its hand.

Triplex Lloyd said it reserved the right to raise its offer again for William Cook and was considering its position in the light of the proposed buyout.

"It is the logical conclusion of Andrew Cook's strategy of retreat," said Graham Lockyer, chief executive. "Triplex Lloyd alone offers the opportunity for existing shareholders to participate in the future potential of the combined group."

Triplex Lloyd raised its offer on Tuesday to 21 new Triplex shares and pounds 37.40 in cash for every 20 William Cook shares. There is a 383.4p cash alternative. Triplex's shares fell sharply after it increased its offer amid fears it was overstretching itself.

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