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Corporations Keyed to Hazen
Omnicare, Inc. v. NCS Healthcare, Inc.
Citation:
818 A.2d 914 (Del. 2003)Facts
Beginning in late 1999, NCS began to experience greater difficulty in collecting amounts receivable and began to explore strategic alternatives that might address the problems. In 2001, NCS invited Omincare, Inc. to begin discussions with Brown Gibbons regarding a possible transaction. By late July 2002, Omnicare came to believe that NCS was negotiating a transaction, possibly with Genesis or another of Omnicare’s competitors. Omnicare filed a lawsuit attempting to enjoin the NCS/Genesis merger, and announced that it intended to launch a tender offer for NCS’s shares at a price of $3.50 per share. Omnicare then began its tender offer. By the same day, Omnicare expressed a desire to discuss the terms of the offer with NCS. The Genesis merger agreement provides that even if the NCS board changes, withdraws or modifies its recommendation, it must still submit the merger to a stockholder vote.
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