XXsys Technologies Inc. seeks damages regarding the imminent sale of ICI Fiberite to a partnership of DLJ Merchant Banking and Carlisle Enterprises LP. Gloria Ma, XXsys chairwoman and chief executive officer, said her firm has tried to acquire ICI Fiberite for three years as ``a significant strategic combination that cannot be duplicated.''
XXsys, a development-stage firm in San Diego, is commercializing carbon composite technologies for infrastructure and seismic retrofit applications.
Tempe, Ariz.-based ICI Fiberite employs about 800 and is the largest prepreg supplier in the United States.
XXsys and Paul W. Pendorf, its former president and chief executive officer, filed a lawsuit Oct. 2 in San Diego Superior Court under which XXsys could obtain an injunction to stop the sale. The suit asks for about $100 million plus punitive damages from ICI Fiberite's parent Imperial Chemical Industries plc and the prospective partners.
Pendorf left the company March 25 but continued as an XXsys agent seeking to acquire ICI Fiberite.
The complaint lists 10 causes of action including breach of contract, breach of fiduciary relationship, defamation and fraud. The suit said DLJ Merchant Banking agreed in August 1994 to explore obtaining bridge financing with which XXsys would acquire ICI Fiberite. John E. McConnin Sr. of Williams & Gilmore in La Jolla, Calif., represents the plaintiffs. Previously, McConnin was a chief litigator for Mobil Oil Corp.
ICI officials scoffed.
``We believe the suit has no basis, and we will strongly contest it,'' said John Edgar, chief press officer for the London-based chemical industry giant.
DLJ and Carlisle are negotiating to acquire ICI Fiberite operations, which are incorporated as ICI Composites Inc. in North America and Fiberite Europe GmbH in Europe. An agreement in principle was announced Aug. 8. The XXsys suit said about the pending deal: ``The present price ... is $112 million,'' and ICI Fiberite sales are ``almost $200 million.'' ICI Fiberite declined comment on these numbers.
DLJ Merchant Banking is a subsidiary of Donaldson Lufkin & Jenrette Inc., the investment banking and securities unit of New York-based Equitable Cos. Carlisle Enterprises LP of La Jolla, is a mergers and acquisition firm. Talks between ICI, DLJ and Carlisle continued in New York last week, but the XXsys litigation could delay a closing that observers have expected in October.
Separately, XXsys awarded a contract to California Graphite Machines Inc. of Corona, Calif., to build a second-generation automatic column-wrapping machine to XXsys specifications.
The machine is designed to handle larger bridge columns and wrap composite materials faster than the current model, which Century Design Inc. of San Diego produced.
The new machine is scheduled for delivery in mid-February.
