![]() The court agreed that “he sale process was not perfect” for a variety of reasons, including that the Stillwater CEO “began deal discussions without board authorization, engaged for months without formally reporting to the board,” and negotiated favorable compensation and post-closing employment terms for himself and the CFO. The petitioner raised several arguments in an effort to show that the deal process was flawed and deal price was an unreliable factor for determining fair value. ![]() Specifically, the court observed that: (1) “the Merger was an arm’s-length transaction with a third party,” not a controlling stockholder (2) “the Board did not labor under any conflicts of interest,” as “ix of the Board’s seven members were disinterested, outside directors” (3) “Sibanye conducted due diligence and received confidential information about Stillwater’s value” (4) “Stillwater negotiated with Sibanye and extracted multiple price increases” and (5) “ost importantly, no bidders emerged during the post-signing phase.” 2017), and found that “objective indicia” present in the sale process “provide a cogent foundation for relying on the deal price as a persuasive indicator of fair value,” at least as an initial matter. Magnetar Global Event Driven Master Fund Ltd., 177 A.3d 1 (Del. In determining that the deal price of $18 per share was the best indicator of fair value, the Court of Chancery looked to recent decisions, including the Delaware Supreme Court’s ruling in Dell, Inc. The appraisal litigation arose from Sibanye Gold Limited’s acquisition of Stillwater in 2017. ![]() #Shareplus 503 error plusTravis Laster awarded petitioners seeking appraisal of shares of Stillwater Mining Company the merger price of $18 per share, plus interest. In a 139-page post-trial opinion, Vice Chancellor J. In re Appraisal of Stillwater Mining Co., Consol. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019.Ĭourt of Chancery Relies on Deal Price as Best Indicator of Appraisal Value ![]()
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