An angry SD-Scicon Plc board has had to admit defeat in its battle to fend off the hostile 60 pence a share bid from General Motors Corp’s Electronic Data Systems Corp after Deutsche Bank AG-owned Morgan Grenfell Group Plc decided to accept the offer with respect to the 15% stake in Scicon held by its Morgan Grenfell Asset Management for clients. This was despite a last-minute counter offer of 60.125 pence a share for the Morgan Grenfell stake from World Software Groep NV of the Netherlands. Morgan Grenfell, which according to the City gossip columns likes to refer to Deutsche Bank as our German branch, clearly displayed its independence it its action, since a German institution would be inclined to back incumbent management against a hostile bid: it argued that it would have been wrong to accept a higher offer not available to all shareholders, and it pointed out that there might have been regulatory problems because World Software earlier sold a small stake in Scicon. Scicon chairman John Jackson complained that in attempting to defend the interests of holders of 13% of the shares who had not made up their minds, it was flouting the wishes of 36% that had declared against the bid. The defence was made much harder by the bizarre decision of British Aerospace Plc to sell its 25% to Electronic Data Systems at the earlier bid price of 45 pence a share: it would seem British Aerospace shareholders may have grounds for complaint against their board over that decision.
