The chairman of the Gerber Products Co. yesterday conceded that the giant European holding company, Unilever, Ltd., had made an "unsolicited inquiry into the possible acquisition of Gerber earlier this year.
Chairman John C. Suerth said Unilever's inquiry, made in late April after the initial $40-a-share offer made by Anderson Clayton & Co., was referred to Goldman Sachs & Co., the investment banking house.
But he said, Goldman Sachs has been instructed to receive such inquiries, but not to engage in any negotiations for the sale of Gerber.
Yesterday, The New York Times quoted Wall Street sources as saying that Gerber would approach Unilever as a preferred merger partner if Anderson Clayton successfully circumvents court action aimed at blocking its acquisition of Gerber.
Spokesmem for Unilever in London and Anderson Clayton in Houston refused to comment on Suerth's disclosure.
Unilever, which is engaged in industrial and commodity operations worldwide, had sales of $15 billion in 1976, dwarfing Anderson Clayton's revenues of $760 million. Gerber's sales were just over $400 million last year.
Gerber has been fighting off Anderson Clayton since April when it bid $40 a share for Gerber's stock, which were then trading at $32. The baby food processor cited the classic acquisitions target defenses -- that the offer was inadequate and that such a merger would violate federal antitrust laws.
The Michigan-based company is under attack from some of its stockholders, however, for its refusal to negotiate with Anderson Clayton. Some shareholders told Gerber management at its annual meeting in a Fremont, Mich., high school gymnasium this spring that they wanted to accept the offer.
As the law suits between the two companies proliferated in state and federal courts, Anderson Clayton seized a tactic developed by Crane Co. chairman Thomas Mellon Evans. It reduced its offer for Gerber stock to $37 a share, citing poor first quarter earnings as the reason.
Wall street brokers and acquisitions lawyers agree, however, that the Texas company was trying to pressure Gerber's management into the merger by angering the stockholders.
Gerber is now facing several class action suits by shareholders for millions of dollars in damages -- the difference between Anderson Clayton's initial offer and the stock's current market value, which is about $35.
Gerber's management has made it clear over the past months that it intends, if at all possible, to remain independent. The company began as a small baby foods makers in a small town -- and it is still the most important company in Fremont.
As a well-known New York acquisitions attorney explained, "Gerber feels peculiarly strong loyalties to its employees and the community and they do not intend to harm them through a hasty and ill-thought merger. The law requires management to do what is in the best interests of the shareholders, the employees and the community in a takeover."
While the company has had to diversify into other operators as the birth rate lagged -- life insurance, infant wear, nursery items and day-care centers -- its primary interests are food-related. It has cited several of Anderson Clayton's food lines as overlapping and potential antitrust violations.
The Value Line Investment Survey said in a recent report, however, that an outlook for a growing baby population is precisely what Anderson Clayton is looking to in a merger with Gerber.
British commodity trade house sources familiar with Unilever's operation said it is highly unlikely that the European firm would involve itself in a takeover battle and subsequent court actions.
These sources said Unilever probably would wait to come in at the request of Gerber -- and only when the battles between Gerber and Anderson Clayton are resolved. It is expected that Unilever's offer would be substantially higher than that of Anderson Clayton's. One security analyst at a major firm suggested that the bid may range between $44 and $50 a share.