MAJORITY OWNER MAY PRIVATIZE PACKAGE MAKER GREAT PACIFIC

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The major shareholder of packaging firm Great Pacific Enterprises Inc. plans to take the firm private.

Jim Pattison Industries Ltd., which owns about 62 percent of Great Pacific's stock, said April 24 it will offer C$80 (US$57.28) per share for the rest, a substantial premium over its recent trading price of about C$63 (US$45.10) per share.

Pattison Industries said its offer resulted from arm's-length negotiations between it and the owner of more than 19.5 percent of Great Pacific. Nick Desmarais, Pattison Industries secretary, confirmed that shareholder is a pension fund whose stake in Great Pacific is managed by Lincluden Management Ltd. of Oakville, Ontario. Pattison Industries said the shareholder plans to vote in favor of the privatization move.

Lincluden officials declined to comment.

Desmarais said in a telephone interview from Pattison Industries' head office in Vancouver, British Columbia, that his company hopes to complete the privatization in the next few months. It is subject to approvals from shareholders and an independent committee of Great Pacific's board of directors, and a fairness opinion. Desmarais said it will be put to a shareholders' vote within a few months.

Great Pacific, which changed its name in 1994 from International Innopac Inc., posted sales of US$275.8 million and profit of US$14.1 million for the year ended Dec. 31. Previous-year sales were US$265.8 million and profit was US$8 million.

The company had an estimated US$200 million in film and sheet sales in 1996, placing it 24th in Plastics News' ranking of North American film and sheet makers.

Desmarais said the company automatically becomes private if more than 50.1 percent of the minority shareholders vote in favor of the offer. Lincluden's 19.5 percent would appear to meet that minimum, since only 38 percent of Great Pacific remains outside Pattison's control.

Negotiations are continuing and there are ``other forces at work,'' he said. He declined to elaborate.

Another large pension fund that owns a significant share of Great Pacific, Caisse de Depot et Placement du Quebec, plans to study a formal offer before deciding whether to accept or reject, a spokeswoman said. The fund, which handles investments for public employees in Quebec, owns a little more than 10 percent of Great Pacific.

It would be surprising if the other shareholders do not take the ``terrific'' offer for their shares, said Tony Hepburn, the president of Odlum Brown Ltd., a Vancouver stockbroker.

Pattison Industries is controlled by Jim Pattison, who heads a C$3.4 billion (US$2.4 billion) empire and is described by Canadian newspapers as the best-known entrepreneur on the country's west coast.

The move fits Pattison's style of increasing his share of public companies and then taking them private, Hepburn said.

``He doesn't like to operate in the public sector,'' Hepburn said. ``This is very much his pattern.''

Plastics News staff reporter Steve Toloken contributed to this story.