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Approves Mitsubishi-Backed Takeover Bid

January 31, 1990

PITTSBURGH (AP) _ Members of Aristech Chemical Corp.’s board Wednesday approved a $934.2 million cash takeover bid submitted by a group of the Pittsburgh company’s senior managers and the Mitsubishi Corp. of Japan.

But the agreement also allows the company to solicit proposals from others.

Utah chemical magnate Jon Huntsman asked Aristech to extend its bidding deadline from Monday to Feb. 14 to give him time to put together a bid worth at least $934.2 million, or $27 a share, with help from General Electric Co.’s GE Plastics division.

Under terms of the agreement, a cash tender offer will begin within five days for all of Aristech’s outstanding common shares, Aristech spokesman David Higie said. Aristech stock rose $1.12 1/2 Wednesday on the New York Stock Exchange to close at $26.37 1/2 .

Aristech will pay Mitsubishi and the management group, headed by Aristech Chairman Thomas Marshall, up to $13 million in expenses if their deal falls through, according to the agreement.

Huntsman on Wednesday said he would study the agreement carefully over the next few days.

″We are very disappointed with the manner in which Aristech’s board of directors proceeded in this instance,″ he said in a statement released by spokeswoman Leslie Cotten.

Ms. Cotten declined to comment on whether Huntsman plans to continue pursuing his own bid.

Plans call for Marshall’s group to to buy about 12.5 percent of the common stock of a new holding company of which Aristech will be a subsidiary. Another 8.5 percent will be granted to members of the management group in restricted common stock.

A broader group of Aristech management will have the opportunity to participate up to a total of about 11.5 percent in common stock equity of the holding company, which can be earned through performance incentives over a five-year period.

Financing for the transaction has been arranged through The Mitsubishi Bank Ltd. and the Mitsubishi Trust and Banking Corp.

Aristech said it will maintain operations in their present form and locations and keep its headquarters in Pittsburgh under the arrangement.

No other details of the transaction were released.

″Our management will be freed from the pressures of quarter-to-quarter performance and will be able to concentrate more fully on long-term planning, expansion and growth,″ Marshall said.

Aristech makes and markets polymers and related products and industrial chemicals. It employes 1,850 people in Arkansas, California, Florida, Kentucky, Ohio, Pennsylvania, Texas and West Virginia.

Huntsman’s earlier bid of $25 a share was rejected in November as inadequate. He owns the nation’s largest privately held chemicals company and currently owns 8.7 percent of Aristech’s stock, spokeswoman Joele Frank said.

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