San/Bar to Spin Off Break-Free Division, Then Be Acquired by Resdel Industries

In an all-stock deal valued at about $14.8 million, San/Bar Corp. said Monday that it will be acquired by Resdel Industries after spinning off its Break-Free division.

The merger would give San/Bar shareholders one share of the new Break-Free Corp. and one share of Resdel for each share of San/Bar common stock.

San/Bar closed Monday at $7.75 per share, up 75 cents for the day. The company has 2.1 million common shares outstanding. Resdel common closed at $7, up 25 cents for the day. Both stocks are traded over the counter.

Under terms of the deal, Resdel would operate Irvine-based San/Bar as a wholly owned subsidiary while Break-Free, which manufactures specialized lubricants and cleaners, would become a separate, publicly held company operated by San/Bar founders Barry Hallamore, 48, and his father, Lloyd Hallamore, 70. Break-Free, headquartered in Santa Ana, has 30 employees and expects 1987 sales of about $4 million, said Barry Hallamore, who will serve as chairman of the new company.

The Hallamores will own about 32% of Break-Free’s new shares.

Charles Missler, chairman of Newport Beach-based Resdel, said that the two companies are a good fit because both are in the telecommunications business, Resdel as a supplier to government agencies of high frequency, microwave and digital subsystems and components, and San/Bar as a manufacturer of commercial telephone equipment and supplier of repair services.

Missler said Charles Von Urff, who was hired as San/Bar’s president just a month ago, is a longtime associate who will remain in charge of the company after it becomes a subsidiary of Resdel. Resdel has about 220 employees, most of them working at the company’s main facility in Arcadia. Missler said Resdel expects 1987 sales to hit $17 million.

Hallamore and Missler said they expect the acquisition, which still must be approved by shareholders, to be completed by the end of June.