Cons Gold OKs $5.5-Billion Bid by Hanson PLC : Biggest Merger in British History Comes Weeks After Rival Suitor Is Rejected

LONDON —  Less than six weeks after fending off a hostile bid from Minorco, Consolidated Gold Fields PLC agreed Tuesday to a $5.5-billion merger, the biggest in British history, with industrial conglomerate Hanson PLC.

Hanson, one of the most predatory companies on the British scene, said Cons Gold had agreed to be acquired for $24.17 a share, most of it cash.

On June 22, Hanson offered $22.59 a share in cash for Cons Gold, but the mining concern turned the bid down as inadequate.

Tuesday’s agreement, however, did not come as any surprise. The two companies had said they had been in friendly talks since the eve of Hanson’s first public offer.

“I am very pleased that the Cons Gold board has unanimously recommended shareholders to accept the new offer,” Lord Hanson, chairman of the London-based company, said in a statement.

Fought Off Minorco

A spokesman for Hanson said Cons Gold Chairman Rudolph Agnew would join Hanson’s board as a non-executive director, while an undetermined number of Hanson representatives would sit on the board of Cons Gold.

The merger agreement between Hanson and Cons Gold comes less than six weeks after Cons Gold fought off a hostile bid from Luxembourg-based Minerals & Resources Corp., the overseas investment arm of South African millionaire Harry Oppenheimer’s gold and diamonds empire.

Although Minorco had won control of a majority of Cons Gold’s shares, its takeover effort was stymied by a U.S. court ruling that the merger would have violated antitrust laws. The suit was filed by New York-based Newmont Mining Corp., which is 49%-owned by Cons Gold.

Minorco, whose bid had also aroused opposition from political groups that viewed it as an expansion of South African interests abroad, said in late June that it would sell its stake to Hanson.

The British company, whose interests range from building materials to food retailing, derives about half its $13-billion annual revenue from U.S. holdings, including Kidde Inc. in Saddlebrook, N.J., and Kaiser Cement Corp. in Oakland.

In early June, Hanson said it would sell most of its stock in Smith Corona Corp. to the public for about $330 million, marking the return of the typewriter manufacturer as an independent company. Hanson acquired Smith Corona in 1986, when it took over its parent, SCM Corp.

Hanson’s British holdings include Imperial Tobacco Group and stakes in such companies as Midland Bank.

One of Britain’s 10 biggest concerns, Hanson has grown through acquisitions. Hanson and his partner Sir Gordon White, the company’s chief strategist and head of its U.S. operations, tend to buy companies, restore them to profitability and sell them again.

Industry analysts said it seemed likely that Hanson would sell off large parts of Cons Gold, which has interests in South Africa, as well as in Britain and in the United States.

Some analysts said they believed it would shed Cons Gold’s gold-mining interests and build up the aggregates--stone and gravel--side of the business. Ironically, that could allow Minorco to buy up some of the Cons Gold interests it had sought in its failed takeover bid.

But it was not immediately clear if Minorco has any such plans.

For several months, industry analysts had expected Hanson to make a takeover move. The company has more than $2 billion in cash reserves and $20 billion in borrowing lines from banks.

A spokesman for Hanson said the company’s per-share offer for Cons Gold consists of $22.59 in cash, warrants valued at 95 cents and a special dividend worth 63 cents.