Black & Decker Corp. yesterday sweetened its offer for American Standard Inc. to $2.1 billion, citing the New York plumbing supply and construction product company's strong financial statement.
The Towson, Md., power tool and appliance maker said it would pay $65 per share for approximately 31.2 million outstanding shares of American Standard stock. Black & Decker had been offering $56 per share, or $1.8 billion.
The announcement was made after trading ended on the New York Stock Exchange. American Standard stock closed at $63.87 a share, up 62 cents. Black & Decker closed at $19.87, up 50 cents.
American Standard has vowed to fight the takeover. The company had no comment on the increased price, a spokeswoman said yesterday.
"Black & Decker continues to be strongly committed to a business combination between our two companies," Nolan B. Archibald, Black & Decker's chairman, said in a letter yesterday to the American Standard board.
"I reconfirm that Black & Decker remains prepared to commence negotiations immediately with your representatives with respect to all terms and conditions of a mutually satisfactory merger agreement," Archibald wrote.
Black & Decker said it decided to increase the price after American Standard reported fourth-quarter earnings of $41.3 million, or $1.32 per share, and revenue of $3.4 billion.
Black & Decker said its offer is conditioned on the applicability of a new antitakeover law in Delaware, where American Standard is incorporated. Black & Decker said the shareholders of American Standard must first agree "not to be governed by the Delaware legislation."
The Delaware legislature last month tightened the state's takeover laws by requiring, in part, that companies attempting a takeover must acquire at least 85 percent of the target company's stock and wait three years before completing the acquisition.
Black & Decker has challenged the new Delaware law in a suit in U.S. District Court in Wilmington.
Two Black & Decker shareholders also have sued American Standard, claiming the company's management has impeded the takeover by failing to meet with Black & Decker management.
In another development, Black & Decker said it has asked a federal court to restrain American Standard from making "false and misleading" statements about the tender offer.