Dyncorp yesterday announced that a special director's committee has asked its financial advisers, Dillon, Read & Co., to solicit offers for the acquisition of the firm.
The committee of independent directors was formed last week to evaluate an offer by a newly formed investment group, CJM Partners, to take the firm private in a $24 a share, or $270 million, transaction. CJM is led by Jorge Carnicero, chairman of the McLean government contracting firm, and includes Eli S. Jacobs, a wealthy New York investor, and some members of the company's senior management.
"The special committee has concluded that it is unable at this time to determine whether CJM Partners' proposal is the best option available to maximize the value of the company to its stockholders," Dyncorp said in a statement. "Accordingly, the special committee has authorized Dillon, Read to solicit offers to acquire Dyncorp from interested parties."
Dyncorp also said Carnicero, who co-founded the firm, and Jacobs have agreed to "certain standstill provisions regarding the acquisition and voting of Dyncorp common stock for a period of two years." Details of those provisions were not spelled out.
When the leveraged buyout proposal was announced last week, one analyst said that the $24-a-share price seemed unusually high given Dyncorp's relatively flat earnings and ongoing legal troubles. Gerald Supple, who follows the firm for Wheat First Securities in Richmond, called the proposal "a great deal for shareholders."
Dyncorp, which has more than 15,000 employes and had revenue of $749 million last year, is the Washington area's 13th-largest firm. The company, which earlier this year changed its name from Dynalectron Corp., has run into difficulty over the past year with the indictment on bid-rigging charges of its electrical contracting subsidiary, Dynalectric, by federal grand juries in Atlanta and Louisville.
The Atlanta indictment resulted in the conviction of Dynalectric and its former president, G. Walther Ewalt. That case is on appeal, and the Louisville case has yet to come to tria