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Hanson Says Government Ends Waiting Period for SCM Bid

September 4, 1985

NEW YORK (AP) _ The Federal Trade Commission raised no antitrust objections to Hanson Trust PLC’s bid for SCM Corp., Hanson said Wednesday, a day after it jumped its offer for SCM above a competing bid.

The termination of the 20-day waiting period, prescribed by the Hart-Scott- Rodino Antitrust Improvements Act of 1976, opened the way for Hanson to begin its tender offer for SCM.

Chris Guntner, a spokesman for Hanson, said federal officials granted Hanson’s request for early termination of the waiting period because it found no overlap between the two companies.

Hanson, based in London, has interests ranging from hot dogs to garden tools. SCM is a New York-based company that makes products ranging from paint to typewriters.

″We’re a British industrial management company. We like diversity. And since there’s no overlap, that’s the epitome of diversity,″ Guntner said.

On Tuesday, two of Hanson’s subsidiaries boosted their offer for the approximately 12.25 million SCM shares outstanding from $60 a share to $72, an offer amounting to $882 million.

The offer came four days after SCM announced its board had agreed to support a $70-a-share takeover offer by a company formed by Merrill Lynch Capital Markets and senior members of SCM’s management. That offer was for 85.7 percent of SCM’s common stock, conditioned on two-thirds of outstanding shares being tendered.

SCM has had no comment on Hanson’s new bid. A secretary in the company’s public affairs office said Wednesday that company spokesmen were in a meeting and unavailable.

On the New York Stock Exchange, SCM closed at $72 per share, unchanged from Tuesday.

Hanson’s improved cash offer was conditioned on SCM’s not granting ″lock- up″ agreements or options to other bidders, including the Merrill Lynch group. A lock-up agreement enables a friendly bidder to acquire an essential portion of a business, thereby making a hostile takeover of the remaining assets less attractive.

Hanson says its U.S. subsidiaries had sales of about $1.5 billion last year. SCM earned $41.8 million on sales of $2.18 billion in the fiscal year that ended June 30.

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