Management-buyout specialist Kohlberg Kravis Roberts & Co. yesterday raised its multibillion-dollar takeover bid for Beatrice Cos. Inc. from $45 to $47 a share.
Sources said the Beatrice board of directors will meet Thursday to consider the new offer from the New York firm. Beatrice, the consumer-products giant that markets products ranging from Max Factor cosmetics to Tropicana orange juice, rejected KKR's initial offer on Oct. 20, calling it "inadequate."
Despite the new offer yesterday, Beatrice stock declined 3/8 to 43 1/2 in heavy trading. One possible reason for the decline was that the sweetened takeover bid, which had been expected, disappointed some investors because it did not include any additional cash. Instead, KKR's revised offer left the cash component at $40 a share and raised the preferred-stock portion from $5 to $7 a share.
The total value of the new bid for Beatrice, including common stock and other securities that KKR would have to purchase to complete the acquisition, is more than $5.5 billion. Analysts said other bidders have not surfaced because the price is high for a company that already has about $2.5 billion of debt on its books.
"We understand that you have rejected our previous offer to acquire Beatrice Cos. Inc because of price," KKR said in a letter to Beatrice yesterday. "Accordingly, we hereby raise our offer to $47 a share . . . .
"We believe our proposal assures shareholders a fair value while also assuring that the company will continue as a major independent food and consumer-products company, headquartered in Chicago. Indeed, we intend to build Beatrice into an even stronger and more competitive company. Moreover, we also restate our intention to offer members of Beatrice management the opportunity to become equity participants in the new company."
KKR also said in the letter that it expects a response from Beatrice by Thursday afternoon. KKR has not indicated whether it would take its bid directly to Beatrice shareholders through a hostile tender offer if the company's directors reject the proposal. In the last several years, KKR has completed billions of dollars of friendly takeovers, but never has pursued a hostile bid.
Sources said the KKR group bidding for Beatrice includes Donald P. Kelly, who was chairman of Esmark Inc. until the company was acquired by Beatrice for $2.7 billion last year. If KKR succeeds, Kelly is expected to be named chairman of the company and to bring in a new management team.