Ropak Starts Buying Buckhorn Inc. Stock in Hostile Bid for Control

Ropak Corp. ended the first phase of its hostile bid for control of an Ohio-based shipping container maker Monday as it began to purchase the nearly 1 million shares of stock tendered by Buckhorn Inc. shareholders during the past three months.

Fullerton-based Ropak, a fast-growing manufacturer of plastic shipping containers, considers Buckhorn a vital acquisition in Ropak’s drive to become one of the nation’s major shipping container suppliers.

If all the tendered stock was properly offered, Ropak will own 34.4% of Buckhorn when all shares have been transferred.

That figure is far short of the 55% Ropak originally said was the minimum needed to make the tender offer effective. But company Chairman William Roper said Monday he decided Ropak could accomplish its goal with the smaller ownership stake. Ropak, he said, still intends to pursue complete control of Buckhorn.

Fought Offer

Buckhorn had fought the tender offer in court and with a complex “poison pill” anti-takeover plan that was overturned by a federal lawsuit filed by Ropak.

Richard P. Johnston, Buckhorn’s president, said Monday that his company “welcomes” Ropak as a new shareholder. He said Buckhorn intends “to continue to do those things we think are in the best interest of our shareholders.” Johnston would not say if he planned to meet with Ropak officials.

Ropak, which had acquired 63,000 Buckhorn common shares and 25,100 of the Ohio company’s Series A preferred shares before launching its tender offer Nov. 24, said that about 457,000 additional common shares were tendered at $4 per share and that about 527,000 convertible preferred shares were tendered at $5.75 per share--a slight premium over Monday’s closing price.

The company will have spent about $6 million to acquire the shares and to pay the various costs of the offer. Buckhorn’s common shares closed Monday in light trading on the American Stock Exchange at $4.125 per share, unchanged, while the preferred shares closed unchanged at $5.50 per share.

Special Clause

Roper said Monday that while Ropak did not get as many shares as it had hoped, and although Buckhorn’s charter has a so-called super-majority clause requiring ownership of 80% of the company to change control, “this doesn’t mean we will be a passive investor.”

Ropak still wants to own Buckhorn, he said, and because the bulk of the company’s stock is widely distributed, “we feel we can accomplish the end result with 34% as a starting point almost as well with 55%.”

Buckhorn is especially important for Ropak because one of its divisions is a leading producer of reusable plastic containers. Ropak, which makes a variety of plastic containers for paints, chemicals and agricultural products, tends to service seasonal businesses like agricultural products packagers. The company has plants in British Columbia, Nova Scotia, Japan, Chicago, La Mirada, Texas, Washington and New Jersey.

A combination of the two companies, Roper said, would make Ropak stronger “by offsetting the seasonal aspects” of Ropak’s business.