In re Panera Bread Company

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January 31, 2020

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5812 Eating and Drinking Places
722513 Limited-Service Restaurants
shareholder dissent/oppression
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
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.
In re Panera Bread
PDF, Size: 780 KB

See Also

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

Court Case Digests
January 31, 2020

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.