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TELEX POISON PILL LOCKS IN MINIMUM TAKEOVER PRICE $65 A SHARE

Telex Corp is playing cat-and-mouse with Asher Edelman over his $65 a share bid for the company, on the one hand commissioning its advisor on the bid, Drexel Burnham Lambert, to investigate alternatives to the bid, including the possibility of another buyer, on the other hand handing out poison pills to its shareholders that effectively prevent anyone else coming in with a hostile bid in competition with Edelman. The shareholder rights plan adopted by the board will allow shareholders to buy one new share for $2 for each share they hold, if a hostile group acquires 15% or more of the outstanding shares – unless such a bidder is making a tender for all the shares at at least $65 a share. the rights will be distributed on October 30 and may be redeemed at 5 cents a share before they become exercisable; they will expire on either February 17 or 60 days after they become exercisable. The effect is to ensure that no-one gambles on Edelman proceeding with his tender offer by buying huge quantities of shares in the market at current depressed prices – at one count, Telex shares were all the way down at $34.375 on Tuesday, but the same paper’s share tables showed them at $44, un-derlining that prices in newspapers are hardly re-liable in the present climate of wild gyrations.Telex is promising an answer to Edelman tomorrow, Friday: if he proceeds, his $65 bid should succeed.

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CBR Staff Writer

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