William Cook spurns pounds 58m bid

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The Independent Online
William Cook rejected a pounds 58m takeover bid launched by rival UK engineering group Triplex Lloyd yesterday. It accused Triplex of trying to get Cook "on the cheap".

Cook's shares shot up 85p to 325.5p before closing at 325p, to stand 13p above the 312p value of the cash and share bid. Triplex's takeover terms imply a historic exit multiple of just over 10 times Cook's 1994- 95 earnings.

The offer is seven new Triplex shares and pounds 13.50 for every nine Cook shares. Shareholders will also be entitled to retain the interim dividend of 2.75p a share announced recently by Cook. There is a 295p-per-share cash alternative.

Colin Cook, chairman of car parts maker Triplex and unrelated to the target's controlling family members, said he was prepared for a "long and acrimonious" battle for the Sheffield-based specialist castings business.

"We feel it's a very fair price given Cook's poor rating and recent track record," said Mr Cook. But Andrew Cook, chairman of William Cook, said: "Triplex Lloyd's offer is unsolicited and unwelcome. No attempt was made to obtain the support of the board."

He added: "Triplex Lloyd is seeking to gain control of William Cook on the cheap ... They may need us: we do not need them. We have no intention of letting Triplex Lloyd get hold of William Cook in this opportunistic manner."

Analysts, however, admire the management trio that has revived Triplex's fortunes, consisting of Colin Cook, chairman, Graham Lockyer, chief executive, and Bob Mitchell, finance director. They are less impressed by Cook's management, which they think has lost its ambition to grow, particularly through overseas sales.

They point to Cook's two share buy-backs, 10 per cent in November 1995 and 5.5 per cent this October, as an admission that the company had ceased to grow.

John Dean, an analyst with Albert E Sharp, said: "On the face of it this offers William Cook shareholders a fairly nice premium, which could go a bit higher. If I was a shareholder I'd be delighted."

Mr Dean said he thought the only way Triplex would be able to get William Cook would be through a hostile bid.

Triplex's Mr Cook said: "We would love to be able to agree a recommended deal, but I don't think that [Andrew Cook] will listen ... "