Plans to merge Summa Industries and Calnetics Corp. would bring together two consummate deal makers and create a plastics components manufacturer with increasing clout.
The $23 million deal involving two holding companies is ``a wonderful natural merger,'' said Noble Trenham, founder of First Global Securities Inc. in Pasadena, Calif., and a Calnetics investor. ``Summa is just now getting on the map and radar screens.''
Summa had sales of $12.7 million in fiscal 1996, but stepped up the annual pace to $48.8 million with a Nov. 21 acquisition and, as the surviving entity of the Calnetics deal, could top $84 million.
Calnetics would merge with a Summa subsidiary yet to be formed. The companies announced a letter of intent Feb. 14 and will work next on a definitive agreement, subject to board approvals.
Holders of each Calnetics' share would receive $1.25 in cash; $2.25 payable from a 10-year, unsecured, subordinated, convertible note with quarterly interest payments and principal due at maturity; and, based on future results, 0.57-0.77 of a share of Summa stock.
Calnetics closed at $7.38 per share, and Summa at $5.88, in Feb. 14 trading on the Nasdaq National Market. Each dropped 38 cents per share Feb. 18. As of Jan. 31, Calnetics and Summa had, respectively, 2,969,799 and 4,073,411 shares of stock outstanding excluding options.
James R. Swartwout, 51, Summa chairman, president and chief executive officer, will operate the business. He cited ``a commonality in our business products'' as an incentive for the deal.
Clinton G. Gerlach, 70, Calnetics chairman and CEO, will become a Summa director and largest holder with 12-15 percent of Summa's common stock.
``We had discussions a couple of years ago, and I have followed their company,'' Gerlach said. ``Injection molding is the principal connection.''
Both executives have an inclination to manage conservatively and regularly seek out acquisition candidates.
Swartwout has transformed Torrance, Calif.-based Summa from an unprofitable maker of chemical process equipment to a manufacturer of proprietary industrial components, primarily made with engineering plastics. Summa had profit of $803,000 on sales of $12.7 million for the year ended Aug. 31.
The November acquisition brought in three Charlevoix, Mich., plants and a Dixon, Tenn., facility of LexaLite International Corp. LexaLite, a maker of engineered plastic optical components, had profit of $1.6 million on sales of $36 million for the year ended June 30. LexaLite was Summa's first in-house injection molding and mold-making operation.
Now, Summa employs 375 including the staffs of LexaLite; 1993 acquisition KVP Systems Inc. in Rancho Cordova, Calif.; and 1991 acquisition GST Industries Inc. and its Stang Industrial Products Division, both in Santa Ana, Calif.
KVP manufactures materials-handling components, outsourcing its injection molding requirements. GST fabricates aerospace assemblies, and Stang makes industrial firefighting equipment.
The company was founded in 1942 as Southern California Plastics Co. and became known as Maxad Inc. in 1969, Morehouse Industries Inc. in 1974 and Summa in 1992. On July 17, Summa sold a vestige of its past, Morehouse-Cowles Inc., to a private investment group in Michigan for $750,000 in cash and a $1.8 million note.
Gerlach has extensive experience in acquisitions and has built Chatsworth, Calif.-based Calnetics since buying into the firm in 1988. He owns 40 percent of Calnetics' stock through a holding company. During eight years, Calnetics' sales and income-per-share have grown at compounded rates of 35 percent and income by 43 percent.
Calnetics employs 240 and makes molded plastic bobbins, components, filters, fittings, sheet and tubing for industrial, building material and agricultural irrigation applications at facilities in Chatsworth, Ontario and Corona, Calif. Calnetics reported profit of $1.7 million on sales of $35.2 million for the year ended June 30.
Calnetics directors Fred E. Edward, an investor, and Peter H. Griffith, managing director of Wedbush Morgan Securities, are expected to join the Summa board, in addition to Gerlach.