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Business Planning Keyed to Gevurtz
Jewel Companies, Inc. v. Pay Less Drug Stores Northwest, Inc.
Citation:
741 F.2d 1555 (1984)Facts
In September 1979, Pay Less Drug Stores retained Goldman, Sachs & Co. to find a merger partner. On November 9, 1979, Jewel and Pay Less agreed to a tax-free merger in which each Pay Less share would be exchanged for 0.652 shares of Jewel stock. This agreement was executed in writing, approved by both boards of directors, signed by each corporation’s president, and publicly announced. The agreement included provisions requiring Pay Less to use its “best efforts” to consummate the merger and to forbear from entering into contracts outside the ordinary course of business. After the announcement, Northwest purchased approximately 12% of Pay Less stock in open market transactions and then made a competing cash offer of $22.50 per share, later increased to $24 per share. On February 1, 1980, the Pay Less board unanimously recommended that shareholders accept Northwest’s offer and signed a merger agreement with Northwest. By February 25, a majority of Pay Less shares had been tendered to Northwest. At a shareholders’ meeting on March 4, Northwest, as the majority shareholder, passed a resolution rejecting the Jewel merger agreement.
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