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Par board plays choosing game

In what has become a recurring event in recent weeks, Paramount Communications directors are huddling this afternoon to decide whose bid they think Par shareholders should accept.

Sophisticated ownership

Since the bulk of Par stock is now owned by arbitragers and hedge-fund managers — sophisticated professional traders — the board’s recommendation probably will not carry as much weight as in past go-rounds.

And both QVC and Viacom are likely to visit the largest Par investors early next week seeking their support. Even so, those smaller investors who are left may look to the board’s recommendation to guide their decision.

Beyond lending its seal of approval to one of the offers, the board is also expected to grapple with the difficult question of what to do if neither bidder gains the 50.1% majority of Paramount shares necessary to be declared a winner Feb. 14.

The board is said to be concerned about not letting the auction process drag on indefinitely.

Going by the book

But any moves by the board that appear to run counter to its own auction procedures could open the company up for shareholder lawsuits.

In its last meeting on Jan. 12, the Par board backed Viacom’s $ 107 per share cash offer for 50.1% of Par’s common plus a guaranteed package of stock in the back half as “marginally superior” to QVC Network’s $ 92 per share and unsecured stock bid.

Although the race is now much closer after QVC upped its cash portion to $ 104 per share Tuesday, Wall Streeters say Viacom’s price protection or “collar” on the securities portion still makes its bid slightly more attractive.

QVC chairman Barry Diller, however, has rejected a collar.

Barring unexpected developments, investment types say Viacom is the likely winner with its bid currently valued at $ 82.94 per share after its Class B shares closed up 50 cents at $ 34.

QVC’s bid was worth $ 85.99 per share after its stock settled down 88 cents at $ 45.88. Paramount shares recouped 13 cents to $ 78.13.

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