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Corporations Keyed to O’Kelley
Amanda Acquisition Corp. v. Universal Foods Corp.
Citation:
493 U.S. 955 (1989)Facts
Amanda Acquisition Corporation is a shell with a single purpose: to acquire Universal Foods Corporation, which is covered by Wisconsin’s anti-takeover law. Amanda is a subsidiary of High Voltage’s equity capital comes from Berisford Capital PLC. In mid-November 1988 Universal’s stock was trading for about $25 per share. On December 1 Amanda commenced a tender offer at $30.50, to be effective if at least 75% of the stock should be tendered. This all-cash, all-shares offer has been increased by stages to $38. Amanda’s financing is contingent on a prompt merger with Universal if the offer succeeds, so the offer is conditional on a judicial declaration that Wisconsin’s moratorium law is invalid.
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State Power (Federalism)