In Appraisal Action, Court Determines Fair Value Using Deal Price Minus Synergies and Adjusting for Increase in Value From Signing to Closing of Merger

BVLaw
Court Case Digests
May 13, 2021
7832 Motion Picture Theaters, Except Drive-In
512131 Motion Picture Theaters (except Drive-Ins)
dissenting shareholder
expert testimony, corporate tax, discounted cash flow (DCF), merger price, statutory appraisal, synergy, market value, unaffected market price

In re Appraisal of Regal Entertainment Group
2021 Del. Ch. LEXIS 93; 2021 WL 1916364
US
State Court
Delaware
Court of Chancery
Yilmaz (petitioners); Kennedy (respondent/company)
Laster

Summary

In a merger action involving a publicly traded company, dissenting shareholders sued for a higher value than the deal consideration. Under the applicable appraisal jurisprudence, the court calculates fair value using the deal price minus synergies and adjusting for the change in value of the target between the signing and closing of the transaction.

See Also

In re Appraisal of Regal Entertainment Group

In a merger action involving a publicly traded company, dissenting shareholders sued for a higher value than the deal consideration. Under the applicable appraisal jurisprudence, the court calculates fair value using the deal price minus synergies and adjusting for the change in value of the target between the signing and closing of the transaction.