ROANOKE TIMES 
                      Copyright (c) 1996, Roanoke Times

DATE: Saturday, March 9, 1996                TAG: 9603120019
SECTION: BUSINESS                 PAGE: A-4  EDITION: METRO 
SOURCE: SANDRA BROWN KELLY


STERILE CONCEPTS SCRUBS BID MEDICAL-SUPPLY MAKER ADOPTS BUYOUT DEFENSE PLAN

Sterile Concepts Holdings Inc. this week told Maxxim Medical Inc. to take its $118 million purchase offer and go home.

The company's director not only rejected the unwanted suitor, it adopted a "shareholders' rights" plan that should fend off any more unsolicited purchase bids.

Sterile Concepts, based in Richmond, was spun off in 1994 from Carilion Health System, the Roanoke operator of hospitals and other health care facilities. Sterile Concepts has been in the custom surgical procedure tray market since 1982.

Maxxim Medical of Sugar Land, Texas, and Sterile Concepts both package sterile surgical equipment trays. On Feb. 14, Maxxim offered Sterile $16 a share, which was $4 higher than the previous day's closing price.

Sterile announced the board's rejection of the offer Thursday and said it had adopted a shareholder protection rights plan, which means if any outsider tries to control as much as 15 percent of Sterile's stock, the "rights" activate and allow other shareholders to buy stock at half price. This presumably dilutes the outsider's strength. If an outsider tries to corner as much as 50 percent of the stock, the other stockholders have a right to buy his stock at a discount.

Shareholders have been mailed a letter explaining the plan, said Randolph Gordon, Sterile's chief financial officer.

The company had revenues in the fiscal year ended Sept.30 of $147 million.


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