Intent on creating the second-largest computer company in the world, after International Business Machines Corp., Burroughs Corp. yesterday renewed its bid to buy Sperry Corp. for more than $4.2 billion.
Burroughs' previous attempt to merge with Sperry via a stock swap valued at $3.7 billion was rebuffed nine months ago. Sperry did not respond to the new offer yesterday.
The bid affirms Burroughs Chairman W. Michael Blumenthal's desire to create a global force in information systems technology to better compete with IBM and the Japanese, as well as his belief that a merger with Sperry offers the best and quickest way to achieve that goal.
"We could not become, individually, a major competitive factor in the mainframe field with IBM," Blumenthal said in a telephone interview. "Given the quasi-monopolistic position of IBM in the past, this new relationship might modify that somewhat."
The new offer calls for Burroughs to acquire all of Sperry's common stock for cash and securities valued at $70 a share. Burroughs would buy 55 percent of the stock for cash and the remainder for Burroughs securities consisting of debt and preferred stock. Yesterday, Burroughs stock closed at $60, down 12 1/2 cents and Sperry closed at $65, up $10 a share.
"We have been studying this opportunity ever since" the original offer was rejected, Blumenthal said. "It's not a question of necessity but one of opportunity. . . . We did a very careful analysis of this deal and we think it's a very good deal for the shareholder. The economies and savings that will result from [the merger] should lead to substantially higher earnings in the first calender year."
Blumenthal said Sperry had yet to respond to the new offer.
"I've tried to call [Sperry Chairman Jerry] Probst and I haven't been able to get a hold of him yet," said Blumenthal, who added that "there is no deadline attached to this offer."
Blumenthal declined to say whether Burroughs would attempt an unfriendly takeover should Sperry reject its offer.
Sperry officials did not return calls seeking comment.
Blumenthal said the merger would create a new company with a new name and combined management team. Sperry is slightly larger than Burroughs, with sales last year of $5.7 billion compared with $5.04 billion for its would-be partner. Should the merger go through, it would result in a company with more than $10.75 billion in annual revenue and more than $1.1 billion in operating income. By contrast, IBM has revenue in excess of $50 billion a year and profits of more than $4 billion.
A combined Sperry/Burroughs would have 50,000 customers worldwide, according to Blumenthal. Roughly 35 percent of its revenue would come from overseas sales and the company would be the 16th-largest federal government contractor with defense and aerospace revenue exceeding $2 billion annually.
"We have complementary strengths," said Blumenthal, formerly Treasury secretary in the Carter administration. "We are strong is some countries; they are strong in some countries -- there's not a great deal of overlap. Putting all of this together really makes this a very strong pro-competitive merger."
Blumenthal stressed that he would not attempt to merge the incompatible mainframe computer designs of the two companies, asserting that economies could best be achieved in the computer peripherals, sales, overhead and distribution areas.
Burroughs "really wants Sperry, obviously, they really do," said Ulric Weil, a Washington-based computer industry analyst for the Gartner Group. "Once you delve into the parameters of this transaction, you see both strategically and financially, it makes a great deal of sense.
Some analysts believed the $70 offer was more a floor than a ceiling.
"The price is a little low," said William Easterbrook, a Kidder Peabody analyst. "Last time, Burroughs offered $65 in stock and that extra $5 isn't enough -- Sperry is a much better company now. This may just be an opening salvo."
However, Easterbrook indicated, "there's much more chance of this being accomplished. The reason for that is that it's more a cash deal and the financing is already lined up."
Burroughs has arranged with Morgan Guaranty for a $3 billion credit facility and three banks have already committed a total of $1.5 billion to finance the transaction.
Blumenthal said that "certain ancillary businesses" -- which were not specified -- might be spun off or sold to help finance the merger.