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Bidding war possible over Moon-based Michael Baker, analysts say

| Saturday, Jan. 26, 2013, 12:01 a.m.

Traders are convinced Michael Baker Corp. will receive a higher takeover offer.

Moon-based Michael Baker has closed above last month's $24.25-a-share bid from DC Capital Partners LLC every day since Dec. 27. The provider of engineering services ousted its chief executive officer in December and this month said it would consider strategic alternatives and named a new chairman.

Shares closed on Friday at $25.47, up 12 cents.

The company, down 52 percent in value since peaking in 2007, would be worth more in the hands of an acquirer, which may end up paying at least $30 a share, Crescendo Partners and D.A. Davidson & Co. have said.

“It's a company with a great reputation in the industry, and the company is very undervalued,” said Arnaud Ajdler, a New York-based senior managing director at Crescendo Partners, which owns shares of Michael Baker and wrote a letter in December to the company's board supporting a sale.

Michael Baker spokesman David Higie declined to comment on a takeover.

The company this month named a committee of independent board members to review “strategic alternatives,” including the $24.25-a-share cash offer.

“People think it's worth more, just based on the trading,” said Bill Popper, a Jersey City, N.J.-based managing director and arbitrage trader at ICAP Plc.

Potential bidders for Michael Baker include Fluor, Jacobs Engineering, Aecom Technology Corp., URS Corp. and Stantec Inc., said Tahira Afzal, a New York-based analyst for KeyCorp.

“It's a very good business model, and under the right hands and as part of a larger company, there is more value that can be extracted,” Afzal said.

Keith Stephens, a spokesman for Fluor; Aecom's Paul Gennaro; and Pamela Blum, a representative of URS at Sard Verbinnen & Co., declined to comment on whether their companies are potential buyers.

Jacobs Engineering and Stantec officials did not respond to requests for comment.

Founded in 1940, Michael Baker provides engineering services to clients including the federal government. It employs 3,000 people in 100 offices nationwide, including 725 in Western Pennsylvania.

After the shares closed at $19.11 on Dec. 13, down from a 2007 peak of $52.79, the company said its board asked CEO Bradley L. Mallory to resign. Less than a week later, DC Capital proposed merging Michael Baker with KS International LLC, a provider of engineering services to the U.S. government that's controlled by the private-equity firm.

On Dec. 26, Crescendo Partners endorsed a takeover, rather than a merger, saying in a letter that “we believe numerous parties would be interested” and that a strategic buyer would probably pay a “significant premium” for Michael Baker. Crescendo estimated Michael Baker could get more than $30 a share through a sale.

Bloomberg News contributed to this report.

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