Coleman Cable, Waukegan, Ill., said it has made an unsolicited offer to buy Technology Research Corp. (TRC), Clearwater, Fla., maker of electrical safety products, for $5.50 per share. TRC in turn has adopted a shareholder rights plan "to protect the interests of the company and all its shareholders."
"We have attempted to engage TRC's Board of Directors on a number of occasions and we are disappointed that rather than engaging in constructive dialogue with Coleman, TRC's Board instead adopted a Poison Pill to block a transaction that is clearly friendly to its shareholders," said Gary Yetman, president and CEO of Coleman in the Coleman release linked below. "Given the historically low trading volume of TRC's stock, we firmly believe that TRC shareholders will find the certainty of a cash offer — at a premium of 46% to the average closing share price for the 20 trading days before our offer was made public — very attractive."
Owen Farren, president and chief executive of TRC, said in a TRC release (also linked below), "The Board unanimously believes the adoption of the short-term rights plan is appropriate at this time. The Board will consider this expression of interest consistent with its responsibilities to the Company and all its shareholders."
The rights plan assigns one right per share of TRC stock for a term of two years with an exercise price of $15 per share if a person or group moves to acquire 15% or more of the company's stock.
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