In early August 1997, a group including Greenway Partners L.P. began making an offer for OMC as an alternative to the offer Detroit Diesel made in July. Details of this breaking story are listed below.
Note- we also have a page of SEC filings by Greenway concerning this offer. Also you might wish to visit the Greenway Partners Web Site which has information about their shareholder activism programs.
Dow Jones Newswires 4 August 1997WASHINGTON -- A group including Greenway Partners L.P. said it may attempt to outbid Detroit Diesel Corp. for Outboard Marine Corp.
As reported, Detroit Diesel announced a $16-a-share cash tender offer for financially strapped Outboard Marine in July.
The Greenway group, which disclosed its intentions in a filing Friday with the Securities and Exchange Commission, said it may make an offer "that would represent a superior transaction" for the Outboard Marine shareholders, but is not yet committed to any action at all. The group holds about 9.9% of the outstanding shares of the Waukegan, Ill., maker of boats and boat engines.
Copyright 1997 Dow Jones & Company, Inc.
Dow Jones Newswires 7 August 1997NEW YORK -- Greenmarine Holdings LLC's Greenmarine Acquisition Corp. unit will begin an all-cash tender offer for Outboard Marine Corp. shares at $18 a share Friday.
In a press release Thursday, Greenmarine said investors agreed to provide Greenmarine with at least $241 million in cash and two million Outboard Marine shares, or about 9.9% of the outstanding shares.
The company said the investors in Greenmarine are an entity affiliated with Alfred D. Kingley and Gary K. Duberstein of Greenway Partners and two entities associated with Soros Fund Management LLC. Greenway is a New York-based investment group.
Greenmarine also received a commitment for $150 million of the financing from American Financial Group Inc. (AFG).
The company said the tender offer is subject to the tender of a number of shares, which when added to the shares it owns, will represent 90% of Outboard Marine shares; the redemption of preferred stock purchase rights by Outboard Marine's board; the termination of Outboard's agreement to merge with Detroit Diesel Corp. and other conditions.
Greenmarine said the tender offer will expire at 5 p.m. EDT Sept. 8.
Detroit Diesel announced a $16-a-share cash tender offer for financially strapped Outboard Marine in July.
Outboard Marine makes and markets marine engines, recreational boats and related accessories.
Copyright 1997 Dow Jones & Company, Inc.
Business Wire 07:16 p.m Aug 07, 1997 EasternNEW YORK--(BUSINESS WIRE)--Aug. 7, 1997--Greenmarine Acquisition Corp., a wholly owned subsidiary of Greenmarine Holdings LLC, announced that it is commencing tomorrow, Aug. 8, 1997, an all cash tende offer for all outstanding shares of common stock of Outboard Marine Corp. at $18.00 net per share.
Following completion of the tender offer, Greenmarine Holdings intends to effect a merger in which all remaining Outboard Marine shareholders will also receive the same cash price paid in the tender offer.
The investors in Greenmarine Holdings are an entity affiliated with Alfred D. Kingsley and Gary K. Duberstein of Greenway Partners, L.P. and two entities associated with Soros Fund Management LLC. The investors have agreed to contribute to Greenmarine at least $241 million in cash and 2,000,000 shares of Outboard Marine (approximately 9.9% of the outstanding shares). Greenmarine Holdings has also obtained a commitment from American Financial Group to provide up to $150 million of the financing to consummate the transactions.
The Greenmarine offer is conditioned upon, among other things, (1) there being validly tendered and not properly withdrawn prior to the expiration date that number of shares that, when added to the number of shares beneficially owned by Greenmarine Acquisition and Greenmarine Holdings, would represent 90% of all outstanding shares on the date of purchase and, as a result thereof, Greenmarine being satisfied, in its sole discretion, that on the date of purchase it will be able to consummate the proposed second-step merger as a "short-form merger" pursuant to the provisions of Section 253 of the Delaware General Corp. Law immediately after consummation of the offer, (2) Outboard Marine's preferred stock purchase rights being redeemed by the Board of Directors of Outboard Marine or being satisfied, in its sole discretion, that such rights have been invalidated or are otherwise inapplicable to its offer and the proposed merger, (3) Greenmarine Acquisition being satisfied, in its sole discretion, that the proposed merger can be consummated without the need for supermajority vote of Outboard Marine's stockholders pursuant to Article Eighteenth of Outboard Marine's Restated Certificate of Incorporation, (4) Greenmarine Acquisition shall have received the loan proceeds committed to be provided by American Financial Group in accordance with the commitment letter issued by American Financial Group to Greenmarine Acquisition, dated Aug. 7, 1997, (5) Greenmarine Acquisition being satisfied, in its sole discretion, that, upon consummation of the offer and the merger, Outboard Marine will not be in default under any instrument evidencing Outboard Marine's then outstanding indebtedness, or, if in default, the purchaser and the parent having obtained, prior to the expiration date, on terms reasonably acceptable to Greenmarine Holdings, sufficient financing to enable Outboard Marine to refinance or redeem any such indebtedness upon consummation of the offer and the merger, and (6) Greenmarine Acquisition being satisfied, in its sole discretion, that the previously announced Agreement and Plan of Merger between Outboard Marine and Detroit Diesel Corp. has been terminated in accordance with its terms.
The Greenmarine offer and withdrawal period for the offer will expire at 5:00 p.m., New York City time, on Monday, Sept. 8, 1997, unless extended.
Copyright 1997, Business Wire
PR Newswire 04:36 p.m Aug 11, 1997 EasternWAUKEGAN, Ill., Aug. 11 /PRNewswire/ -- Outboard Marine Corporation today announced that it had exercised its right to request Detroit Diesel Corporation to extend its tender offer for 13,842,619 shares of OMC's common stock for 10 business days beyond the original expiration date of midnight on August 11, 1997. As a result, the tender offer will be effective until 12:00 midnight, New York City time, on Monday, August 25, 1997.
The company further stated it was reviewing the proposal of Greenmarine Acquisition Corp. relating to the tender offer for all the Company's common stock commenced by Greenmarine on Friday, August 8, 1997.
Outboard Marine Corporation is a leading manufacturer and marketer of marine engines, boats and accessories. SOURCE Outboard Marine Corporation
Copyright 1997, PR Newswire
Dow Jones Newswires 11 August 1997DETROIT -- Detroit Diesel Corp. Monday extended its tender offer to acquire 13.8 million Outboard Marine Corp. shares to midnight, Aug. 25 from Aug. 11.
In a press release, Detroit Diesel said 1,926,774 shares were tendered at the close of business on Aug. 8.
As reported, Detroit Diesel filed a tender offer to purchase Outboard Marine stock for $16 a share, or about $320 million. Last week, Greenmarine Holdings LLC proposed an $18-a-share tender offer for the 90% stake its affiliate Greenway Partners doesn't already own.
Outboard Marine shares closed Monday at $17.9375 on the NYSE.
Detroit Diesel makes heavy-duty diesel engines.
Outboard Marine makes gasoline-powered boat engines
Copyright 1997 Dow Jones & Company, Inc.
Wall Street Journal 12 August 1997 by Richard Gibson
Faced with a higher competing bid for Outboard Marine Corp., Detroit Diesel Corp. said Monday it will extend for two weeks its $16-a-share tender offer but gave no indication it would increase that offer.
Detroit Diesel's $350 million tender was to have expired Monday night, but the company said it extended the bid at Outboard's request. As of Monday, about 10% of Outboard's shares have been tendered.
Meanwhile, Outboard said it was reviewing the surprise $18-a-share counteroffer made by Greenway Partners L.P., investor George Soros and others last Thursday. It was Outboard's first comment on the Greenway bid, which is scheduled to expire Sept. 8.
Since Greenway made its offer, shares of Outboard, based in Waukegan, Ill., have risen beyond $16. They closed Monday at $17.9375, up 18.75 cents, in composite New York Stock Exchange trading.
Adding to the uncertainty, the chairman of Outboard's largest engine customer, boat maker Genmar Industries Inc., expressed disappointment in Greenway's bid. "We are concerned over [Greenway's] ability to compete in this industry," Genmar's Irwin L. Jacobs said. "I have nothing against somebody buying the enterprise, but I want somebody who clearly understands what to do."
Mr. Jacobs, a well-known investor, said Genmar "would have to look hard at our continued level of business we are giving OMC under Greenway vs. Detroit Diesel. We clearly favor Detroit because of the history they bring with them... . We could move a lot of market share away from OMC to other competitors," he said. Mr. Jacobs said he has no holdings in either Outboard Marine or Detroit Diesel, of Detroit.
One of the world's largest independent boat builders, Genmar has an estimated 20% share of the U.S. market.
Greenway Partners, based in New York, didn't return a phone call seeking comment, and Detroit Diesel and Outboard Marine officials couldn't be reached to respond to Mr. Jacobs's remarks.
Also Monday, a major holder of Outboard Marine shares, ICM Asset Management Inc., indicated some support for Greenway's bid. "We take the offer very seriously, if you look at the players behind the deal," said research analyst Scott Cruse. A recent Securities and Exchange filing showed ICM held about 10.4% of Outboard's shares, slightly more than did Greenway.
Other SEC filings may hint at why Greenway, which has no history of operating companies, made its counteroffer. Records show it purchased many of its two million shares at more than $16 each.
Copyright © 1997 Dow Jones Company, Inc. All Rights Reserved.
Greenway has been involved in shareholder activism at several firms (Woolworth, Unisys, Island Steel). They have not been involved in direct acquisitions. Maybe the OMC management just wants them to bid up the Detroit offer?
Maybe it is an indirect offer being made by another firm (possibly non U.S. firm) through Greenway as an agent? This might allow OMC to "save face" and not be sold out to a foreign firm (not directly at least). That could lead to some interesting speculations.