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Corporations Keyed to Hazen
Hanson Trust PLC v. SCM Corp.
Citation:
774 F.2d 47 (2d Cir. 1985)Facts
Hanson Trust PLC is an English company with its principal place of business in London. On August 21, 1985, Hanson publicly announced its intention to make a cash tender offer of $60 per share for any and all outstanding SCM shares. On September 11 Hanson decided to make cash purchases of a substantial percentage of SCM stock in the open market or through privately negotiated transactions. On September 11 Hanson made five privately-negotiated cash purchases of SCM stock and one open-market purchase, acquiring 3.1 million shares or 25% of SCM’s outstanding stock. The price of SCM stock on the NYSE on September 11 ranged from a high of $73.50 per share to a low of $72.50 per share. Once Hanson’s decision to buy privately had been made, Pirie took Price up on his offer. The parties negotiated a sale at $73.50 per share after Pirie refused Price’s asking prices.
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