TPC Group Inc. (TPCG), the butadiene maker that agreed to be acquired for $705.9 million, should hold an auction to allow Innospec Inc. (IOSP) to offer a higher price, said shareholder Sandell Asset Management Corp.
TPC shouldn’t have cut off talks with Innospec weeks before the company concluded its due diligence, Sandell Chief Executive officer Thomas E. Sandell said today in a letter to TPC directors. On Oct. 8, fuel-additives maker Innospec and private- equity firm Blackstone Group LP (BX) made a non-binding offer of $44 to $46 a share.
TPC said yesterday it agreed to a sweetened, fully financed bid from First Reserve Corp. and SK Capital Partners of $45 a share, up from $40. Giving Innospec more time to determine TPC’s value would ensure a “level playing field” and avoid what appears to be a “flawed process,” Sandell said.
“We urge you to fully cooperate with Innospec, allowing them to complete due diligence and seek to have them increase their offer,” Sandell said in the letter. TPC should “engage in an auction with all interested and bona fide bidders.”
Sandell, the third-largest TPC shareholder with a 7.1 percent stake according to data compiled by Bloomberg, said in August that the $40 bid was an “outrage” and an attempt to steal the company at the bottom of the industry’s cycle.
TPC competes in the market for butadiene, a chemical used to make synthetic rubber, with LyondellBasell Industries NV (LYB), Royal Dutch Shell Plc and Exxon Mobil Corp.
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