ADT may solicit proxies
its hostile suitor, Western Resources Inc.
Western Resources, a Topeka, Kansas, energy company, is holding the meeting on June 17 to obtain permission from its own shareholders to issue additional stock. The company's bid for ADT is $22.50 a share, including $10 in cash and $12.50 in Western Resources shares.
ADT, having shunned this bid in favour of a stock swap with Tyco International Ltd., is now seeking a list of Western Resources shareholders, according to documents filed yesterday with the Securities and Exchange Commission.
An affiliate called ADT Investments Inc. wants to contact Western Resources shareholders to discuss "a solicitation of proxies,'' according to a March 28 letter included in the SEC filing.
John Rosenberg, general counsel at Western Resources, said a proxy solicitation may be part of ADT's "defensive strategies.'' However, Rosenberg acknowledged he really didn't know why ADT was making the request.
"They have been extremely general about what their purpose is,'' Rosenberg said in an interview. "I don't know exactly what they are planning to do.'' ADT officials couldn't be reached immediately for comment. It's possible the company simply wants to discuss the situation with Western Resources shareholders.
The March 28 letter didn't explicitly state that ADT Investments would solicit proxies. However the letter did say that ADT Investments plans to distribute "solicitation materials'' to Western Resources shareholders. Western Resources is resisting the ADT request for a shareholder list, according to letters included in the SEC filing. -- Bloomberg