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Business Planning Keyed to Gevurtz
Gilbert v. MPM Enterprises, Inc.
Citation:
709 A.2d 663 (1997)Facts
MPM Enterprises manufactured screen printers for the surface mount technology industry and experienced significant growth in the early 1990s. In March 1995, MPM signed a merger agreement with Cookson Group PLC providing for immediate cash payment of $62.698 million to MPM’s stockholders with potential earn-out payments up to an additional $73.635 million. The merger was completed on May 2, 1995. Jeffrey Gilbert, who owned 600 shares of common stock and 200 shares of preferred stock (representing 8% ownership), dissented from the merger. Had Gilbert accepted the merger terms, he would have received approximately $4.56 million immediately with the potential for an additional $5.36 million in earn-out payments. Instead, Gilbert sought appraisal of his shares under Delaware law. The parties presented widely divergent valuations through their experts, with Gilbert’s expert valuing MPM at $357.1 million and the company’s expert valuing it at only $81.7 million.
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