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Corporations Keyed to O’Kelley
In re Volcano Corp. Stockholder Litigation
Citation:
143 A.3d 727 (2016)Facts
On December 15, 2014, Philips informed Volcano that its board of directors had approved a cash-out merger with Philips at a price of $18 per share. Goldman Sachs reviewed its financial analysis of the offer price and rendered an oral fairness opinion in favor of Philip’s $18 per share all-cash offer. The board further discussed the merger and unanimously approved the merger. The merger agreement provided that the merger was to be consummated as a two-step transaction under the Delaware law. Volcano and Philips signed the merger agreement. Philips commenced the tender offer to purchase all of Volcano’s outstanding common stock for $18 per share in cash on December 30, 2014. That same day, Volcano filed the recommendation statement with the SEC recommending that Volcano’s stockholders accept the tender offer. Following the tender offer’s expiration, Volcano and Philips consummated the merger without a stockholder vote.
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