Greenmarine Holdings Revises Outboard Marine Merger Pact

Dow Jones Newswires

NEW YORK -- Greenmarine Holdings LLC's Greenmarine Acquisition Corp. revised its pact to merge with Outboard Marine Corp. (OM) in response to Outboard exempting Greenmarine from its shareholder rights plan.

In a press release Wednesday, Greenmarine said the revised pact provides for an $18-a-share cash tender offer with no financing or refinancing conditions.

A Greenmarine spokesman said the previous pact included a financing and refinancing condition.

Greenmarine said the merger agreement confirms Outboard's decision to render inapplicable various anti-takeover provisions, to amend certain employee benefit plans and to avoid a possible default under Outboard's existing revolving credit agreement.

Greenmarine also said its merger agreement provides that Outboard's board take actions to eliminate an additional $6 million of payments under certain employee benefit plans based solely on a change in control but a multiple of such amount will still be payable to executives and key employees under "golden parachutes" and other plans.

Outboard Marine Corp. (OM) said Greenmarine Acquisition Corp.'s "eleventh-hour proposal" to negotiate a merger agreement "just one day before its tender offer expires is a delaying tactic."

In a press release Wednesday, Outboard said all the issues that would be contained in a merger agreement "have been addressed. Taking the time to negotiate an agreement now would only further delay the process" and force Outboard to "run the risk" that Detroit Diesel Corp.'s (DC) tender offer expires before an agreement is finalized.

Outboard said it gave Greenmarine an opportunity to close on its tender offer before the Sept. 11 expiration date, and if it does not do so, Outboard will conclude that Greenmarine does not intend to or is not in a position to.