Delaware Business Litigation Report

Court Of Chancery Rejects Merger Price As Setting Fair Value

ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017)

This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the fair value was LESS than the merger price, in part due to the synergies the buyer expected to receive by the acquisition. Admittedly, this case presented a rare set of facts. However, in almost every appraisal case the defendant argues the merger price was inflated by synergies that must be backed out in determining fair value. A party considering asking for appraisal needs to be mindful of that risk.

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