By Bob Sanders
NH Business Review, April 11 - 24, 2008
Paul Montrone and Paul Meister, the dynamic duo who made tens of millions of dollars from building the former Fisher Scientific and sell-ing it oft, are looking for investors to give them a "blank check" to buy up and combine other companies.
The two millionaires are launching a "blank check company" called Liberty Lane Acquisitions Corp., with a $350 million public offering, they disclosed last month in a tiling with the U.S. Securities and Exchange Commission.
The company, based in Hampton, would have two years after going public to seal a deal or dissolve. Unlike most blank check companies, this one will be listed on the American Stock Exchange, underwritten by Goldman Sachs. But it also won't have the protections of some smaller IPOs.
Montrone and Meister describe themselves as the senior management team and cite their success at Fisher — once the most profitable public company in New Hampshire — among the reasons they may succeed in their new venture. Indeed, the company is named after Fisher Scientific 's Hampton address, where it will be located.
Fisher grew primarily through merger and acquisition, which will be the new company's specialty.
Montrone, who will be Liberty Lane's chair-man, was president of Fisher from 1991 until 1998 and its CEO until the company's merger with Thermo Electron Corp. last November, a merger that resulted in the creation of Thermo Fisher Scientific, which is based in Waltham, Mass.
He currently is on the board of Latona Associates (which owns the Liberty Lane property) and a founder of Perspecta Trust LLC.
Meister, who will be the CEO, was Fisher's chief financial officer for a decade, a vice president for half a decade and served as chairman ofThenno Fisher Scientific during the merged company's first five months.
Kevin Clark, the new company's vice president, secretary and treasurer, was Fisher's CFO just before the merger. He also is managing director of Liberty Lane Partners and will • receive a $10,000-a-month management fee to set up and run the company.
Other board members include Bruce Koepfgen, CEO at Oppenheimer Capital, and W. Claiton Stephens and Simon Rich, both for-mer Fisher board members.
A tenth of the stock – which is estimated to start selling at $7.50 a share -- will be owned by Liberty Lane Funding LLC, the company sponsor and a partnership involving Montrone and Meister, as well as Montrone and Meister themselves, who will be able to buy 35 million shares privately for $1 a share. Liberty Lane Funding also put up the initial $250,000 seed money.
Blank check companies – a risky investment vehicle born in the 1980s – are making a comeback as of late, according to Business Week.
But this one will be different, according to the SEC filing. The sponsors of most blank check companies retain a greater interest in the company, and there are other aspects of the structure --- such as the two-tier price between warrants and shares — that result in less dilution for shareholders.
But Liberty Lane also has longer to complete an acquisition or a combination - and therefore presumably greater expenses -- and it is more difficult for the shareholder to reject whatever acquisitions the company decides upon.
Furthermore, Montrone and Meister's experience also may be a detriment, because - as the filing discloses freely - they both have several conflicts of interest.
First, both they and Clark have non-compete clauses with Thermo Fisher that could limit some possible lucrative acquisitions. Secondly, Meister is director of M&F World Corp. and LKQ Corp.
They also have a contractual obligation to give Liberty Lane Partners first dibs on deals for it and its affiliates.
Liberty Lane Partners has agreed to pass on certain companies that are worth between $350 million and $1 billion, which Liberty Lane Acquisition is targeting.