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Goldsmith Says He Has Lined Up $850 Million in Financing For Bid

April 15, 1985

NEW YORK (AP) _ British financier Sir James Goldsmith said Monday he has lined up $850 million in financing from a group of banks for his hostile takeover bid for Crown Zellerbach Corp.

Goldsmith also filed a lawsuit in federal court here against the forest products company in an effort to nullify the company’s takeover defenses.

The financier last week offered to pay $42.50 a share for the majority of Crown Zellerbach’s 27.2 million outstanding shares if the San Fransisco-based company rescinded its takeover defenses and if financing could be arranged.

Goldsmith already owns 9.4 percent of the company.

Crown Zellerbach has urged its shareholders to reject Goldsmith’s offer as inadequate and has refused to dismantle its takeover defenses.

The company’s directors said the long-term value of the company was about $60 a share. The board also said that a major restructuring of the company was expected to be completed within the next year and would improve its financial condition.

″We haven’t seen details on his financing announcement and we have no commment on that,″ said Delos Knight, a spokesman for Crown Zellerbach.

He also said, ″We have not seen the lawsuit and cannot comment on that.″

The lawsuit claims that Crown Zellerach filed false and misleading statements with the Securities and Exchange Commission and that the takeover defenses would violate shareholder rights by entrenching management and the board of directors.

Separately, New York financier Ivan Boesky, a professional investor in stocks of takeover targets, announced last week he holds a 7.4 percent stake in Crown Zellerbach.

Goldsmith has also launched a proxy fight against Crown Zellerbach. He said he would seek representation on the company’s board with the intention of revoking those antitakeover measures. The annual meeting is scheduled for May 9.

The company’s takeover defenses center around a provision that allows stockholders to sell their shares to a new owner at twice the price they paid for them. The move was designed to increase the cost of a takeover and applies to anyone who owns more than 20 percent of the company’s stock or seeks at least 30 percent.

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