MAI Extends Offer for Prime Computer

MAI Basic Four Inc. said Friday that it will extend until Jan. 30 its $20-per-share cash tender offer for Prime Computer Inc.’s common stock and announced that Prime shareholders had tendered almost 67% of the firm’s shares as of midnight, Jan. 19--the previous expiration date. It was the fifth time the Nov. 15 offer has been extended.

With the 4% of Prime’s common stock owned or controlled by MAI and its affiliate, Brooke Partners L.P., Tustin-based MAI has cornered 70.9% of Prime’s outstanding shares, the company said.

But MAI’s $970-million offer was contingent on the tender of 67% of Prime’s shares on a fully diluted basis--a number that includes converted bonds and exercised stock options. MAI needs about 85% of the common shares outstanding to guarantee that it will meet that goal, a company spokesman said.

A spokesman for Prime said the 32.3 million shares that have been tendered and the nearly 2 million shares owned or controlled by MAI and Brooke Partners represent 53% of Prime’s stock on a fully diluted basis.

The outcome of MAI’s bid will not depend entirely on shareholders’ willingness to tender.

Prime, based in Natick, Mass., is resisting MAI’s takeover bid, and the two companies have taken their fight to the courts. Suits are pending in U.S. District Court in Boston and in state chancery court in Delaware.

In both cases, MAI is seeking to invalidate anti-takeover measures that Prime might otherwise use to successfully block its acquisition by MAI.