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Business Associations Keyed to Coffee, 9th Ed.
Kern County Land Company v. Occidental Petroleum Corporation
Citation:
411 U.S. 582, 93 S.Ct. 1736, 36 L.Ed.2d 503 (1973)Facts
In May 1967, Occidental made a cash tender offer for 500,000 shares of Old Kern at $83.50 per share, which was substantially above market price. By May 10, Occidental had acquired more than 10% of Old Kern’s outstanding shares, becoming a statutory insider. Old Kern’s management opposed the takeover attempt and quickly arranged a defensive merger with Tenneco. Under the merger terms, Old Kern shareholders would receive Tenneco preference stock in exchange for their Old Kern shares. Realizing it would be locked into a minority position in Tenneco, Occidental negotiated an option agreement with Tenneco on June 2, 1967, granting Tenneco the right to purchase the Tenneco shares Occidental would receive in the merger. The option could not be exercised until December 9, 1967 (six months and one day after Occidental’s tender offer expired). The Old Kern-Tenneco merger was approved by shareholders and closed on August 30, 1967, at which point Occidental became entitled to exchange its Old Kern shares for Tenneco shares. The option was exercised on December 11, 1967, resulting in a substantial profit for Occidental.
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