Backed by a new investor, DynCorp President Dan R. Bannister yesterday made his fourth bid for the professional services company, offering $262 million in an effort to upset a merger agreement between DynCorp and an investment group headed by chairman Jorge E. Carnicero.
The Bannister management group, known as DME Holdings Inc., now includes New Jersey businessman Arthur M. Goldberg.
Goldberg is no stranger to takeover fights with Synergy Group Holdings Inc., Carnicero's partner in a definitive merger agreement for control of DynCorp.
Goldberg went private with his own engineering and manufacturing company, International Controls Corp., of Boca Raton, Fla., last spring after a flurry of bids and counterbids between himself and Synergy for that company.
Carnicero and Synergy Group and Bannister's DME Holdings have been locked in a battle for control of the company since October.
DME owns nearly 5 percent of McLean-based DynCorp. It is offering to pay shareholders $24.25 in cash for each share up to 50 percent of the 10.8 million shares outstanding.
Shareholders would receive $8.82 in cash, and a combination of $10.45 worth of DME debentures and $4.98 worth of preferred DME stock, for each of the remaining shares.
Carnicero had offered DynCorp about $256.5 million in a complex cash and securities transaction worth about $23.25 per share.
Neither Bannister nor Goldberg returned calls yesterday. Carnicero was out of town and unavailable for comment.
DME can withdraw its offer at any time, a DynCorp statement said.
If DynCorp were to accept the higher DME bid and if Carnicero were to obtain bank financing by Jan. 15, DynCorp would have to pay $5.5 million to Carnicero and Synergy Group.
However, DynCorp's board must find the Carnicero's group's financing commitment "reasonably acceptable," the company said.
However, if DynCorp becomes liable for the fee, DME can withdraw its takeover offer.
Analysts said yesterday that the DME offer raises the possibility of lawsuits between DynCorp and Carnicero/Synergy over the definitive merger agreement they have already signed.
"I see the potential here for lawsuits if DynCorp's board reverses itself," said Michael L. Mead, an analyst who follows DynCorp for Scott & Stringfellow in Richmond.
"I can see if Synergy gets financing it considers reasonably acceptable and the board doesn't, there should be some interesting discussions and the potential for a real battle if both sides try to force this thing," Mead said.