The fight over the future of Norton Simon Inc. took another twist today as Anderson, Clayton & Co., a Houston conglomerate that owns Chiffon margarine, Seven Seas salad dressings and Log Cabin syrup, made a $490 million bid for the company.
In announcing its $35-a-share offer for about 52 percent of Norton Simon's common stock, Anderson Clayton said its sole purpose is the acquisition of Norton Simon's Hunt-Wesson Foods and United Can subsidiaries. The company said it would attempt to find buyers for Norton Simon's other businesses.
A Norton Simon spokesman said the company would not comment until the Anderson Clayton bid is reviewed by its board "sometime this week."
The Anderson Clayton offer followed by hours Norton Simon's announcement that its advisers, Salomon Brothers Inc. and Lazard Freres & Co., had recommended against an earlier bid from Esmark Inc. worth about $900 million, or $33 a share.
In a brief statement, Norton Simon's board said the Esmark tender offer, which began today, "was not sufficiently attractive to preclude" the company "from seeking other alternatives." Esmark officials had no comment as of late today.
The bidding war was launched three weeks ago when Norton Simon Chairman David Mahoney announced plans to buy out the company at $29 share and transform it into a private concern. The bid startled Wall Street investment bankers and analysts, because the company's stock was trading at only slightly less than the value of Mahoney's bid.
The subsequent bids for the stock only slowly raised its value, and Norton Simon stock closed today at $35 a share, up 1 1/4, in heavy trading on the New York Stock Exchange. "The reason nobody has come in much higher is that, while everybody has an interest in a piece of Norton Simon holdings , nobody wants the whole thing," one investment banker said.
In addition to Hunt-Wesson and United Can, Norton Simon, with 1982 sales of almost $3 billion, includes Avis Inc., the car rental concern; the fashion world's Halston Enterprises Inc.; Max Factor & Co. in cosmetics; and a liquor distribution business.
Analysts said that, with much of Anderson Clayton's business in seed oils and related items in economically troubled Mexico and Brazil, the company is looking to grow and expand in those particular domestic markets. The United Can unit is considered attactive because about 80 percent of its sales are made to Hunt-Wesson.
Moreover, Anderson Clayton is cash rich, with about $135 million in cash in hand, and equity of about $550 million. "They have a balance sheet you couldn't kill with an ax," said Richard Larsen, an analyst with First Manhattan Co., who added that he thought it could fend off any competitive bid.
Although the Anderson Clayton offer, which the company said would begin Tuesday, is for about only 14 million shares, it includes the right to bid for all of Norton Simon's outstanding shares.
In addition, the company said it will not be obligated to actually buy the tendered shares unless it also has a satisfactory agreement concerning the disposition of the Norton Simon assets it does not want. To that end, Anderson Clayton said it is negotiating with a New York investment banking firm, Kohlberg, Kravis & Roberts, which today ended its 10-day effort to buy Norton Simon for $33 a share.
The Anderson Clayton offer will expire at midnight July 26, while the Esmark bid runs until July 18.