Spear's directors search for buyer

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The Independent Online
BARING Brothers, advisers to JW Spear, the board games group, are in an urgent search for a 'white knight' after a pounds 47m bid for the company by Hasbro, the leading US toy and game company, split the Spear board last Friday.

Francis Spear, chairman, who supports the offer has been isolated by the rest of the board which includies Gyles Brandreth, the Tory MP and entertainer.

The independent directors argue that the bid is inadequate and have charged Barings with the task of finding an alternative offer before the end of this week.

Hasbro, already a 26.7 per cent shareholder in Spear, secured irrevocable acceptances from Spear family trusts, owning another 24.9 per cent, for a 900p offer.

The acceptances, which give Hasbro effective control, can be revoked only if a higher offer emerges before Friday morning. For its part Hasbro can only increase its offer if a rival higher bid is made before then.

By announcing the bid on Friday afternoon before yesterday's holiday, Hasbro and its advisers, Schroders, have made it more difficult for Barings find a better offer ahead of the Friday morning deadline.

It emerged over the weekend that Mr Spear, 62, resigned three weeks ago as a trustee of the Spear family trusts who have promised shares to Hasbro.

At a board meeting on Saturday Mr Spear's boardroom colleagues, who formed an independent committee to work out a defence strategy, questioned him on his prior knowledge of the bid. Mr Spear conceded he was aware of the possibility.

Mr Spear, 62, is the fourth generation to head the family company, based in Enfield, Middlesex but there are no other members of the Spear family in line to take over his seat. Hasbro has said Mr Spear will continue as managing director.

Spear owns the rights to the Scrabble board game, which accounts for about one-third of its sales, outside North America where Hasbro owns the rights. Hasbro's offer of 900p compares with a price of 740p on 12 May when dealings in Spear shares last took place.

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