05.15.2003 12:00 AM
Radyne ComStream Ups Ante For Wegener
Just last week, Wegener Corporation's board of directors shut out Radyne ComStream's "grossly inadequate" bid of $1.55 per share for the company, noting that now was not the time to sell the company. However, a tenacious Radyne ComStream said this week that it would raise its bid for Wegener by $1.05 million (to $1.635 per share), reflecting the estimated severance payouts for senior management, if the company would rescind its newly adopted "golden parachutes" and "poison pill" and approve the tender and subsequent merger.

"We are not promising to raise our offer [by more than] the $1.05 million estimate and we are hopeful for their stockholders' sake that Wegener's management did not agree to accept even more than [estimated payouts to senior officials] in the face of our premium offer," said Bob Fitting, Radyne's CEO.

Wegener quickly responded by writing a letter to its stockholders blasting Radyne's "misleading public relations campaign as part of its attempt to wrestle control of your Company from you at your expense." Mounting its own public relations campaign, the letter continued to say that Radyne's offer coincides with the debut of Wegener's "most promising products," including iPUMP, MediaPlan and COMPEL. Asking the stockholders to not tender their shares, Wegener said both an independent committee and Morgan Keenan & Co. determined that the initial offer was inadequate.

"There is no need to hold a meeting with Radyne to discuss a grossly inadequate cash offer price," wrote Robert Placek, Wegener's chairman, president and CEO. "When the offer consideration is cash, either the price is fair or it is not, and Radyne's offer price is not even close to fair."

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