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Business Assoctiations Keyed to Gabalson, 3rd Ed.
Lyondell Chemical Co. v. Ryan
Citation:
970 A.2d 235 (2009)Facts
Lyondell Chemical Company was the third-largest independent, publicly traded chemical company in North America. In May 2007, Basell AF filed a Schedule 13D with the SEC disclosing its right to acquire 8.3% of Lyondell’s stock, effectively putting the company “in play.” The Lyondell board decided to take a “wait and see” approach rather than actively seeking buyers. On July 9, 2007, Basell’s owner Blavatnik offered to purchase Lyondell for $48 per share in cash with no financing contingency but required a $400 million break-up fee and a signed merger agreement by July 16. Over the next week, the Lyondell board met several times, totaling about seven hours, to consider the offer. They retained Deutsche Bank as a financial advisor, who opined that the price was fair and described it as “an absolute home run.” The board attempted to negotiate better terms but secured only a slight reduction in the break-up fee. On July 16, the board approved the merger, which was subsequently approved by over 99% of voting shareholders.
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