SPECTRA-PHYSICS <SPY> BOARD REJECTS TENDER OFFER
Spectra-Physics Inc said its
board rejected a 32 dlrs per share unsolicited tender offer for
the company's stock from Ciba-Geigy Ltd <CIGZ.Z>, which already
holds 18.8 pct of the stock.
    Spectra-Physics said it also filed a lawsuit in Delaware
federal court this morning seeking to enjoin the offer and
alleging, among other things, that the offer vilates federal
securities laws, certain agreements between Ciba-Geigy and
Spectra-Physics, and Ciba-Geigy's fiduciary duties.
    Spectra-Physics said the two Ciba-Geigy designess to its
board were not present at yesterday's special meeting which
voted to reject the offer as financially inadequate, unfair and
not in the best interests of Spectra-Physics or its
stockholders.
    The company said the board also authorized a special
committee of outside directors to take whatever steps it deems
necessary to protect the interests of Spectra-Physics and its
stockholders and to investigate all alternatives to maximize
the value of the stock, including talks with third parties.
    Spectra-Physics said a letter communicating the board's
recommendation and reasons therefore is being mailed to
stockholders.
    It said Robert Bruce, Reliance Group Holdings Inc's <REL>
designee on Spectra-Physics' board, resigned his position on
May 29. His letter of resignation said the action was to
alleviate Ciba-Geigy's stated justification for making the
unsolicited offer that it had not contemplated another
significant investor having representation on the board when
its Spectra-Physics' investment was made.
 Reuter
