Newspaper article THE JOURNAL RECORD

Group Plans Dunkin Donuts Takeover; Seeks Relief from 'Poison Pill' Statutes

Newspaper article THE JOURNAL RECORD

Group Plans Dunkin Donuts Takeover; Seeks Relief from 'Poison Pill' Statutes

Article excerpt

Corp, Thursday requested in Oklahoma City federal court a waiver of two Oklahoma poison pill statutes to allow a $300 million cash tender for Dunkin' Donuts Inc. of Randolf, Mass.

D.D. Acquisition is making the offer in a partnership between Kingsbridge Capital Group, a Canadian limited partnership and Cara Operation Ltd., an Ontario corporation, according to the suit. Kingsbridge is the merchant banking arm of Unicorp Canada Corp., Canada's 15th largest company.

Unicorp and the Toronto-based Cara Operations Ltd. offered $43 a share for Dunkin' Donuts, which has said it wants to remain independent and set up a series of defensive steps.

The suit in U.S. District Court for the Western District of Oklahoma was filed against Dunkin' Donuts Inc., Robert Henry, Oklahoma attorney general, Hannah D. Atkins, Oklahoma secretary of state and Susan Bryant, administrator of the Department of Securities of the Oklahoma Securities Commission.

Dunkin' Donuts owns nine coffee and doughnut shops in Oklahoma.

D.D. Aquisition's 43 cents a share cash offer is substantially higher than the current market price, the suit noted.

Use of the Oklahoma Control Shares Acquisition Act and the Oklahoma Takeover Disclosure Act would prohibit D.D. Acquisition from consummating the offer, the suit charged.

Also, use of the acts would be unconstitutional because they violate the commerce and supremacy clauses of the U.S. Constitution, the suit stated.

Unicorp Canada Corp., spurned last month in a bid to buy Dunkin' Donuts Inc., took on a partner Thursday and launched a $305.3 million hostile tender offer for the doughnut store chain, wire services reported.

Dunkin' Donuts vice president and treasurer Richard N. Hart Jr. said the company would have no comment on the latest offer.

Investors appeared noncommittal about the Unicorp-Cara bid. Dunkin' Donuts stock was up 12 1/2 cents a share to $39.75 in over-the-counter trading Thursday.

Unicorp, a real estate, banking and energy firm controlled by Toronto investor George Mann, previously indicated it might try to buy the doughnut chain by itself. Since December, it has built up a 12 percent stake in the company, which has 7.1 million shares outstanding.

Unicorp proposed a friendly $42-a-share, or $298.2 million, buyout last month that Dunkin' Donuts rejected.

Unicorp and Cara, a food service company that has franchised more than 500 restaurants, said their offer expires July 13 and is conditioned on obtaining at least 75 percent of Dunkin' Donuts' stock. …

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