Despite Less-Than-Optimal Sale Process, Court Relies on Deal Price for Fair Value

BVLaw
Court Case Digests
August 21, 2019
1099 Miscellaneous Metal Ores, NEC
212299 All Other Metal Ore Mining
dissenting shareholder
expert testimony, fair value, discounted cash flow (DCF), going concern, statutory appraisal, synergy, growth rate, deal price, terminal value, unaffected market price

In re Stillwater Mining Co. 2017 0385 JTL
2019 Del. Ch. LEXIS 320
US
State Court
Delaware
Court of Chancery of Delaware
Howard Rosen, Israel Shaked (petitioners); Mark Zmijewski (respondent)
Laster

Summary

In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.

See Also

In re Stillwater Mining Co. 2017 0385 JTL

In statutory appraisal of public company, court relies on deal price; presigning sale process was “suboptimal,” but post-signing market check was “effective”; there was an argument for upward adjustment to deal price based on an increase in the company’s value between merger announcement and deal closing.