Prudent Timing for BFG

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Pfizer's Powers Payments from retained earnings ous suits involving very large claims." Percentage of payment by each company, worked out according to factors such as sales of product and source of manufacture, comes to 40.3% for Cyanamid, 34.1% for Pfizer, 16.1% for Bristol-Myers, 5.2% for Upjohn, and 4.3% for Squibb Beech-Nut. The five firms hold the right to withdraw the offer by March 7 if it is not accepted by "all named plain-tiffs and intervenors" in present suits or later. The offer represents a switch from company statements to stockholders a year ago. At the time, Cyanamid saw no accurate basis for estimating dam-age payments. Pfizer president John J. Powers, Jr., and Bristol-Myers pres-ident Richard L. Gelb also could not estimate "liability, if any." All three companies say payments will come out of retained earnings. ACQUISITIONS: Prudent Timing for BFG B. F. Goodrich Co. is now sole owner of Goodrich-Gulf Chemicals, Inc., af-ter acquiring Gulf Oil Corp.'s half-interest for an undisclosed amount of BFG common stock. Timing of the acquisition may prove prudent for BFG in its effort to fight a takeover attempt of BFG by Northwest Indus-tries. Goodrich-Gulf, which claims to be the worlds largest producer of syn-thetic rubber, was formed in 1952 as a 50/50 joint venture of BFG and Gulf Oil. The company makes 80 different types of the three major general BFG's Keener Acquisition will add to earnings purpose synthetic rubbersstyrene-butadiene, polybutadiene, and polyi-soprene. The company also makes butadiene and isoprene and licenses its polyisoprene and polybutadiene processes worldwide. BFG chairman Ward Keener says that he anticipates the acquisition will add to BFG per-share earnings in 1969. At press time, however, the company would give no indication how it plans to fit Goodrich-Gulf into BFG's corporate structure. A likely niche for the new acquisition is B. F. Goodrich Chemical Co. Although BFG remains tight-mouthed about how the acquisition may relate to Northwest Industries' continuing effort to gain control of BFG, the Akron Beacon Journal sees the action as a move "to put a big bundle of BFG common stock in friendly hands," namely, those of Gulf Oil. It speculates that the transaction may have involved 750,000 to 1 mil-lion shares, worth from $45 million to $60 million. Late last month North-west Industries, Inc., bid $1 billion for BFG (C&EN, Jan. 27, page 17). And in early January, Loew's The-atres announced that it had be-come one of BFG's largest stock-holders. Apparently the acquisition was not a quickly conceived plot to hinder Northwest's Makeover attempt, since talk of the acquisition has been heard for several years. However, a Gulf spokesman indicates that Northwest's bid may have hastened the Goodrich-Gulf move, although plans for the sale have been discussed for about two years. ITALY: Carbide Sells One Union Carbide has given up its 5 0 % interest in the Italian petrochemicals producer Celene, S.p.A. Montecatini Edison, which owns the other 50% of Celene, will take over Carbide's share. How much Carbide will re-ceive for its half hasn't been revealed, although Carbide says the amount will fully cover its investment in Celene. Celene is the third major MonteEd joint venture in Italy with a foreign interest to be terminated in recent years. In 1966 MonteShell Petro-chimica died, with MonteEd buying out Royal Dutch/Shell Group's 50% interest in the petrochemicals firm (C&EN, Sept. 26, 1966, page 22) . And in 1967 Monsanto sold its 20% interest in fibers producer Applica-zioni Chimiche, S.p.A. (ACSA), to majority owner MonteEd (C&EN, Feb. 6, 1967, page 31) . The reason for pulling out of Celene, says Carbide, is that the joint venture has resulted in conflicts of interest be-tween Celene and subsidiaries of Car-bide and MonteEd. Celene, which produces low-density polyethylene, ethylene oxide and derivatives, pro-pylene oxide and derivatives, and al-cohols by oxosynthesis at Priolo, Sic-ily, was set up by Carbide and Monte-Ed in 1957 with a capitalization of about $16 million. The plant to make polyethylene using Carbide's process was built in 1959 and other plants were added later, also using Carbide processes. But, Carbide explains, the condi-tions under which Celene was created changed. In 1966, Montecatini and Edison merged. And more recently Carbide has built a petrochemical com-plex in Belgium. These new factors led to conflicting interests in several areas, no doubt particularly in patent rights. The MonteShell Petrochimica and ACSA joint venture was dissolved for basically different reasons. MonteShell was formed in 1963 by Shell and Montecatini to operate Montecatini's petrochemical complexes at Brindisi and Ferrara. But after the merger and new-found financial strength, the venture was no longer so attractive to MonteEd. After taking over Shell's half in 1966, MonteEd formed MonteSud from the venture. In 1968, MonteSud was incorporated into Mon-teEd, S.p.A. MonteEd's new-found financial strength, plus a desire to "get rid of outsiders," was also instrumental in the breakup of the ACSA partnership. In addition Monsanto's sale of its mi-nority interest in ACSA enabled it to market acrylic fibers in Italy without competing with its subsidiary. FEB. 17, 1969 C&EN 13 ACQUISITIONS: Prudent Timing for BFG


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