American Home Products Corp. again entered the bidding for A.H. Robins Co. yesterday, making a $3.02 billion offer to compete with Rorer Group Inc. and Sanofi, a French pharmaceutical house, for control of the Richmond firm, which is operating under Chapter 11 of the federal bankruptcy laws.
American Home -- which briefly bid for Robins earlier this year -- yesterday proposed acquiring the common stock of Robins in exchange for American Home shares that are valued at $550 million and would go to Robins owners tax-free.
The New York drug and consumer products company also offered to put up $2.475 billion to cover claims made over the next seven years by victims of Robins' defective Dalkon Shield intrauterine contraceptive device.
The offer "is more advantageous to the stockholders of your company than the other proposals which you are considering," American Home Chairman John R. Stafford said in a letter to President E. Claiborne Robins Jr. The Robins family owns about 40 percent of the company's common shares.
U.S. District Judge Robert R. Merhige Jr., who presides in the Chapter 11 case, has set Monday as the deadline for Robins to amend its proposed financial reorganization plan to incorporate a $2.475 billion trust fund for victims of the Dalkon Shield.
Merhige said on Dec. 11 that the $2.475 billion had to be paid over a "reasonable" period, but didn't set a time. Robins has called a seven-year payout period reasonable; the Dalkon Shield Claimants' Committee has called it excessive and unfair to victims.
A.H. Robins said yesterday that it would consider the American Home proposal and evaluate its effect on Robins' agreement to merge with Rorer, as well as on the Sanofi proposal to acquire a 60 percent interest in Robins.
Rorer had proposed a $2.65 billion acquisition that would cap its liability to IUD victims at $1.75 billion. After Merhige said compensation would require $2.475 billion, however, Rorer and Robins said they were negotiating.
Last Thursday, Sanofi made its oral offer that would provide victims with $2.475 billion over an unspecified period.
"Our proposal provides an attractive basis on which to end the uncertainty that has surrounded Robins and the Dalkon Shield claims," American Home's Stafford said in a statement. "At the same time, the acquisition would be consistent with our strategy of expanding American Home Products' position in the pharmaceutical and health care fields."
American Home, maker of the painkillers Anacin and Advil, had 1986 sales of $4.9 billion.
Murray Drabkin, a lawyer for the claimants' committee, said he saw "serious problems" in the American Home bid. "It is not a $2.475 billion cash plan," he said. Rather, he said, it is a plan to pay that amount of money over as long as seven years without interest.
"On the other hand, the shareholders would be paid immediately. Accordingly, the proposal would place compensation of shareholders ahead of compensation to the Dalkon Shield victims. As creditors, the victims are entitled to be paid in cash in full before the shareholders receive anything," Drabkin said.
In its bid for Robins last February -- an offer that was supported by the claimants' committee -- American Home offered to pay $1.75 billion in cash immediately into a victims' trust and to trade $550 million of its stock for Robins' shares.
American Home withdrew the offer nine days later with a terse announcement citing "uncertainties."