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Business Organizations Keyed to Allen
Paramount Communications, Inc. v. QVC Network, Inc.
Citation:
637 A.2d 34 (Del. 1994).Facts
Media companies Viacom and QVC were vying to acquire another media company, Paramount. Paramount’s public stockholders owned the majority of Paramount’s voting stock and there was no single person, entity, or group that controlled the corporation. Viacom offered Paramount a blended cash and stock offer of around $69 per share. The deal also contained a no shop provision (“No-Shop Clause”); a termination fee of $100 million if the deal failed (“Termination Fee”); and a Stock Option Plan (“SOP”) which was triggered by the same conditions as the Termination Fee. The SOP granted Viacom an option to purchase 19.9% of Paramount stock at $69 per share with either a note or by having Paramount pay Viacom the difference between the $69 and the then-prevailing market price.
Despite the Paramount-Viacom deal, QVC offered Paramount $80 per share, blended cash and stock. Paramount renegotiated a higher offer from Viacom to match QVC, but did not renegotiate any of the deal protective provisions. Viacom soon, seemingly on its own, amended its offer to $85 per share and QVC responded with a $90 per share offer. Paramount’s board declined the QVC offer and proceeded with Viacom’s.
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