WILLIAMS HOLDINGS BIDS 542.2 MLN STG FOR NORCROS

  Industrial holding company Williams
  Holdings Plc said it was bidding 542.2 mln stg for the ordinary
  shares of building products and packaging group Norcros Plc.
      The offer would be made on the basis of 29 new Williams
  shares for every 50 in Norcros, or 432.7p a share
      Norcros shares firmed to 410p at 0914 GMT from a close last
  night of 397p.
      A statement by Williams said it was confident of the merits
  of the proposed merger and it had therefore taken care to
  propose from the outset the right terms, including a full cash
  alternative.
      The offer will include a partial convertible alternative
  under which shareholders would receive up to a total of 205.69
  mln new second convertible shares in Williams instead of their
  ordinary share allocations.
      The offer for Norcros preferential shares offers one
  Williams preferential share for each one of Norcros, for a
  value of 130p each and a total of 2.9 mln stg.
      Last week Williams reported that pretax profits for 1986
  rose to 22.9 mln stg from 6.3 mln.
      Speculation about a bid for Norcros had been circulating in
  the market for several months, dealers said. Initially it
  centred on &lt;Bunzl Plc>, which once held a 2.6 pct stake, then
  switched to Williams when it began accumulating shares.
      Earlier this year, Williams suggested holding talks with
  Norcros on a possible merger but was rebuffed by Norcros which
  replied that any benefits that could be achieved could also
  result from normal trading.
      In the six months to end-September, Norcros reported a rise
  in pretax profits to 20.14 mln stg from 18.55 mln on turnover
  that lifted to 311.82 mln from 303.91 mln
      Williams Holdings began expanding from 1982 when it had a
  market capitalisation of around one mln stg. A series of
  acquisitions in the next four years has pushed its
  capitalisation up to around 380 mln.
      The convertible offer would be on the basis of four
  Williams convertibles for every Norcros share, worth 428p a
  share. The cash alternative would offer the equivalent of
  400.2p a share.
      The announcement of the bid pushed Williams share price
  down to 733p from last night's close at 750p.
      Williams said it held a total 850,000 shares in Norcros, or
  0.7 pct, while an associate held a further 1.99 mln or 1.6 pct.
      There was no immediate response from Norcros.
  

