Canadian Unican Security accepts bid by Swiss company for $880 million

A Swiss lock company has opened its vault and made a $750-million bid to buy Montreal-based Unican Security Systems Ltd. The world player in the "access control" industry announced Friday that Kaba Holding AG is offering $36 a share in a deal being called "ideal for Unican's shareholders, customers and employees."

Kaba's all-cash offer represents a 27 per cent premium over Thursday's closing price of $28.30 for Unican's non-voting shares on the Toronto Stock Exchange. The stock has a 52-week high and low of $32 and $18.60.

On Friday, Unican's shares rose more than 18 per cent, or $5.20, to $33.50.

Friday's announcement comes after Unican's announcement on Sept. 8 that it was open to offers.

Unican says its major individual shareholders fully support the transaction and have entered into a lock-up agreement with Kaba. Unican officials have also promised a break fee of $25 million if the agreement falls through.

"It is hard to imagine a better combination of product range, technical capability and marketing strength," said Unican's Chairman and CEO, Aaron Fish in a release.

"There is virtually no overlap in any of these areas and the potential synergies are significant. Although both companies are strong, their combined strength will be greater than simple addition. I have no hesitation in fully supporting the Kaba proposal and will commit myself to ensuring that it is completed at the earliest possible date," he said.

"In view of the need for Kaba to obtain the necessary financing, and the fact of regulatory approvals being required, both Unican and Kaba anticipate that the transaction will be completed towards the end of the first quarter of 2001," said a Unican release.

Fish is to remain as a consultant to the combined company, and the rest of Unican's senior management is expected to remain. There are no factory closures or reductions in current staff numbers anticipated.

"In comparison with the German-speaking markets in Europe, North America is still at a clearly lower security level," Kaba said in a release.

"Kaba's technological leadership and Unican's distribution channels would tap considerable growth potential," it said.

"Additionally, both companies together will have the operating scale needed to develop and expand into new markets around the world."