Court Considers Deal Price Persuasive Indicator of Fair Value and Approves Synergy Deduction

BVLaw
Court Case Digests
January 31, 2020
5812 Eating and Drinking Places
722511 Full-Service Restaurants
dissenting shareholder
expert testimony, fair value, comparable companies analysis, discounted cash flow (DCF), merger, statutory appraisal, synergy, deal price, sales process, precedent transactions analysis

In re Panera Bread Company
2020 Del. Ch. 42, 2020 WL 506684
US
State Court
Delaware
Court of Chancery of Delaware
Prof. Israel Shaked (petitioners); Prof. Glenn Hubbard (respondent/company)
Zurn

Summary

In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.

See Also

In re Panera Bread Company

In appraisal action involving sale of public company, court says sale process had “objective indicia of reliability,” justifying use of deal price for fair value determination; synergy deduction is appropriate to account for value from anticipated cost and tax-related savings due to merger.