A federal judge modified a temporary restraining order today and permitted Edper Equities Ltd., of Canada, to go ahead with the purchase of $174 million in Brascan Ltd. shares.
Edper's move, if successful, is seen as blocking a $1.1 billion Brascan bid to acquire control of the F. W. Woolworth Co. Edper stock purchases would give the Toronto company 31 percent of Brascan stock and apparently would halt Brascan's bold move to make a tender offer for the big U.S. retailer.
U.S. District Court Judge Pierre Leval said the purchases of 6.7 million shares of Brascan stock by Edper, through the American Stock Exchange, can be consummated on regular settlement dates. The date, for 3.3 million shares is May 7 and the date for 3.4 million shares is May 8.
Except for this deletion in an earlier temporary restraining order, the rest of the order remains in effect. It bars Edper from voting or actively pursuing any proxies or other authorizations to vote Brascan shares and taking any order steps to interfere with Brascan's proposed offer for Woolworth, or to influence Brascan management in violation of U.S. Security laws.
Leval made his ruling after listening to two and a half hours of argument in a packed courtroom. An American Exchange lawyer said records showed that there were 493 transactions in Brascan shares on Monday and Tuesday and that 264 of them were for 1,000 shares or less. The transactions involved more than $140 million. He said he was greatly concerned about the "clogging of the market mechanism," if the transactions did not go through.
A lawyer for the New York Stock Exchange told the court that "if you enjoined payment to A. G. Becker (a major clearing firm), then Becker would be stuck with $140 million worth of stock, and if it took back capital deductions it may not be able to comply with the NYSE capital rules."
During the course of the hearing, Leval said that he was "concerned by the sequence of events of April 30 when Edper announced publicly that they had bought all the Brascan stock that they wanted to buy and then on the very next day bought 3 million more shares."
The judge observed that "it sounds to me like a good argument can be made that that's not the way it should be done."
Brascan officials in Toronto were not available to comment but Woolworth Chairman Edward Gibbons said earlier today that a successful takeover of his firm by Brascan could seriously hurt the company's financial operations and endanger its relations with its army of suppliers.
Gibbons said that if Woolworth is purchased and has to be responsible for the $700 million that Brascan has borrowed from a Canadian bank of finance the takeover, "some valid concern" may develop among suppliers who always worry about a retailer's debt position, United Press International reported.
In other developments:
The Securities and Exchange Commission suspended trading in Brascan stock for ten days, because of "uncertainty in the financial community."
A federal judge ruled that Louisiana's law governing corporate takeovers is unconstitutional, thereby removing one obstacle to Brascan.