Lexicon Corp. said Thursday that it has accumulated 27 percent of Scope Inc. of Reston, and hopes to merge the two electronics companies.
Lexicon plans a tender offer for additional shares of Scope's common stock, with an eye toward accumulating about 51 percent, said Lexicon Executive Vice President Timothy J. Crow. The company, based in Fort Lauderdale, Fla., paid more than $1.6 million, or just above $5 per share, for the 27 percent it now owns, and plans to offer $5 per share in the tender offer, he said.
After completion of the tender offer, Lexicon "would like to have the companies merge," Crow said, adding that "how that would be accomplished has not been decided."
The two companies, both involved in computer electronics and data transmission, have "very complementary product lines," Crow said. "It is the belief of our management that the companies would be much stronger together than they are individually."
Scope President and Chief Executive Edward Driese said Scope's board of directors is studying Lexicon's offer. The directors plan to meet today to discuss the offer and hope to reach a decision "rather quickly" on whether to recommend the offer to stockholders.
One problem is that Lexicon has not specified the terms of a possible merger, and therefore "it is not clear" what Scope's other stockholders would receive after Lexicon acquired 51 percent.
"Both sides would hope that it would not be anything but a friendly merger," Driese said, adding, however, that "the actions taken by Lexicon have been taken unilaterally."
Crow said discussions between the two companies have been "very friendly."
Scope specializes in applying computer and signal-processing technology for industry and defense. Its principal defense work is the development of target classification processors for air-to-air combat and air defense. Its industrial products include a line of bar-code scanners and related products for use in factory floor assembly.
Scope had profits of $242,000 on revenue of $14.2 million for the year ended Dec. 31.
Lexicon develops, makes and markets microcomputer data communications products. It also provides contract design and manufacturing services to industry and government agencies, including the Defense Department.
The rapidly growing Florida company reported net income of $385,000 on sales of $3.7 million for its fiscal 1984, ended Aug. 31. For the six months ended Feb. 28, it reported profits of $229,000 on sales of $3.3 million.