Adjusted Merger Price Superior to Other Valuation Methods

Business Valuation UpdateVol. 21 No. 10
Legal and Court Case Update
October 2015

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3674 Semiconductors and Related Devices
334413 Semiconductor and Related Device Manufacturing
shareholder dissent/oppression
fair value, discounted cash flow (DCF), market approach, merger, statutory appraisal, synergy, tender offer, comparable transactions method, comparable companies method
LongPath Capital, LLC v. Ramtron International Corp.
2015 Del. Ch. LEXIS 177
June 30, 2015
US
State Court
Delaware
Court of Chancery
David Clarke (petitioner); Gregg Jarrell (respondent)
Parsons

Summary

In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.

See Also

LongPath Capital, LLC v. Ramtron International Corp.

Full Text of Court Cases
June 30, 2015

In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.