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In re CNX Gas Corporation Shareholders Litigation
Citation:C.A. No. 5377-VCL, 2010 WL 2291842 (Del. Ch. May 25, 2010).
In June 2005, CONSOL formed CNX to conduct natural gas operations. CONSOL was the majority shareholder holding 83.5% of the outstanding shares in CNX. T. Rowe Price was the largest minority shareholder in CNX with 6.3%. It also held 6.5% in CONSOL. On April 28, 2010, CONSOL commenced a tender offer (“Tender Offer”) to acquire CNX’s outstanding shares for $38.25 per share (after having negotiated an appropriate price with T. Rowe Price). CNX board formed a Special Committee of one director. The Special Committee and its advisors found that the Tender Offer price was fair from a financial perspective, but believed CONSOL was not paying the highest price. However, the board declined to empower the Special Committee with negotiation authority. Thereafter, the Special Committee found that it would not express an opinion on the Tender Offer and that the “Tender Agreement with T. Rowe Price increased the certainty of the offer being successful.”
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