Union Carbide Corp. said today it plans to sell its consumer products division -- which manufactures Eveready batteries, Prestone antifreeze and Glad plastic bags -- as part of a strategy to make the company so unattractive that GAF Corp. will drop its effort to buy it.
Carbide said it plans to give half the money it gets from selling its $1.9-billion-a-year consumer-products business directly to shareholders in hopes of persuading them to reject GAF's offer to buy their stock.
GAF today raised its offer for Carbide from $74 a share to $78, prompting Carbide to retaliate with an exercise in self-mutilation that was considered extreme even by the standards of the takeover epidemic that is rapidly changing the structure of American business. Carbide not only put its most prized products up for sale, but also announced five other defensive actions designed to discourage GAF, including paying out bigger dividends to transfer corporate cash directly to shareholders.
"I'm appalled by the whole situation," said Harvey Storch, a chemical industry investment specialist with Derby Securities Inc. "Here you have the third-largest chemical company in the country and it's being dismembered. I don't see how the interests of the country are being served by this."
Even Union Carbide Chairman Warren Anderson admitted his company's defensive tactics would be destructive. "I don't think it's good for the country and I don't think it's good for Carbide," Anderson said. "But if anybody's going to do it, we're going to do it. . . I want to see the benefits of these assets go to Carbide shareholders rather than GAF or its financiers."
The sale of the consumer products division will give Carbide stockholders a cash windfall of between $28 and $44 for each share they own, Anderson said.
Meanwhile, GAF said today it has arranged $4.16 billion of the financing needed for its bid for Carbide. Drexel Burnham Lambert Inc., the company's investment adviser, said, it is "highly confident" that it can raise the additional $1 billion needed.
The latest actions fueled concern that the Carbide-GAF takeover battle would directly hurt the interests of tens of thousands of victims of the December 1984 poison gas disaster at a Carbide plant in Bhopal, India. A U.S. lawyer for the Bhopal victims charged that Carbide's actions were wasting company resources that should be protected to pay claims in lawsuits filed over the accident.
"They are dissipating their assets," said Stanley Chesley, who serves on a three-member executive committee appointed to represent the Bhopal victims. "Who is preserving these assets for the victims of Bhopal?"
Today's escalation of the fight between Union Carbide and GAF was the latest evidence that what has been called "the year of the takeover" in American business did not end on Dec. 31.
The tidal wave of takeovers has been criticized for wasting billions of dollars by shuffling companies back and forth without creating any jobs or real economic growth. Carbide's decision to sell its most prized brand-name businesses showed once again that takeover fights could destroy even the companies that win them.
Carbide's chairman, Anderson, said the decision to sell the consumer products division was taken reluctantly, but GAF's offer left the board with no alternative. The directors approved these other steps designed to thwart GAF:
*Spending $3.8 billion to repurchase 38.8 million of its own shares for cash and securities worth $85 a share. That is more than half of the company's outstanding shares. Previously, Carbide had said it would repurchase at least 23.55 million shares to keep them from GAF.
*Increasing the annual dividend on the remaining shares from $3.40 a share to $4.50 a share.
*Declaring a three-for-one stock split to be effective after the dividend is raised. Shareholders with one share would own three shares instead, although total stockholder value would be the same, because the stock price would be reduced.
*Giving shareholders a special "rights" plan that does not allow the corporation to be sold for less than $85 a share. This is designed to ensure that if GAF or any rival bidder wins the takeover battle, shareholders will receive at least $85 a share for their stock -- $7 more than GAF has been willing to offer so far.
*Decreeing that only stockholders who own Carbide shares on Feb. 15 will be eligible for the special, one-time dividend from the sale of the consumer-products division.
The Union Carbide board said it was taking the actions because GAF's latest offer of $78 a share in cash is unfair.
The package was thrown together hours after GAF, a specialty-chemical company that is one-tenth the size of Carbide, raised its offer. GAF Chairman Samuel Heyman asked Anderson for a meeting, but Anderson turned him down. "I have no interest in meeting with him," Anderson said. "The offer he made was totally inappropriate."
The most controversial of Carbide's antitakeover moves was the decision to sell the consumer-products division -- described by one analyst as one of the "crown jewels" of Carbide's business. The division had operating profits of $226 million on sales of $1.9 billion in 1984, representing about 23 percent, of Carbide's operating profits that year.
Carbide said it would begin looking for buyers and expects to pay its special dividend with the proceeds from the sale by March 12. The division has a book value of $1.1 billion, but Anderson said he expects the sale value to be at least equal to its annual revenue of $1.9 billion and possibly as much as $2.5 billion.