RWE-DEA, Hamburg, formerly Deutsche Texaco AG, last week started a cash tender offer for all outstanding common shares of Vista Chemical Co., Houston, for about $590 million, not counting assumed debt.
The $55/share offer hinges on, among other things, tendering of at least two thirds of outstanding common shares on a fully diluted basis. It does not depend on RWE-DEA obtaining financing. The tender offer and withdrawal rights are to expire at midnight, New York time, Jan. 24, 1991, unless extended. After the offer ends, shares not tendered will be converted to cash at that price.
Terms of a merger contract prohibit Vista from seeking other takeover bids. Vista may, however, withdraw its recommendation of the offer and terminate the merger agreement with RWE-DEA if it receives a better third party offer and provides 5 business days notice to RWE-DEA.
Vista said its agents are available to receive inquiries from other parties interested in acquiring it, to provide information about it-subject to confidentiality and standstill agreements-and to enter discussions and negotiations with those parties, subject to merger conditions. Vista is an integrated producer of commodity and specialty chemicals, including surfactant intermediates, polyvinyl chloride resins and compounds, and industrial chemicals.
RWE-DEA, an independent operating unit of RWE AG, is engaged directly or through subsidiaries in refining and marketing and oil and gas exploration and production. It also manufactures petrochemical basics and chemical products such as olefins, aromatics, oxygen composed solvents, intermediates, synthetic resins, and surfactant range alcohols.
The two firms have had prior dealings with each other. RWE-DEA's Condea unit began as a joint venture founded with Conoco Inc. in 1961. Vista is composed of most of Conoco's former U.S. chemical operations.
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