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Business Organizations Keyed to Chasalow, 3rd Ed.
Paramount Communications Inc. v. QVC Network Inc.
Citation:
637 A.2d 34 (1994)Facts
In 1993, Paramount Communications began negotiating a merger with Viacom, culminating in a merger agreement on September 12, 1993. The agreement included several defensive provisions: a no-shop provision preventing Paramount from soliciting other bids, a $100 million termination fee payable to Viacom if Paramount terminated the agreement, and a stock option agreement granting Viacom an option to purchase approximately 19.9% of Paramount’s stock. Shortly after this agreement, QVC made an unsolicited proposal to acquire Paramount at a higher price. Despite QVC’s higher offer, the Paramount Board maintained its commitment to Viacom, renegotiating and amending the merger agreement on October 24, 1993, but keeping the defensive provisions intact. QVC then launched a tender offer for Paramount shares. Throughout this period, the Paramount Board consistently favored the Viacom transaction, citing strategic benefits and claiming QVC’s offer was too conditional, despite QVC’s offer being valued at over $1 billion more than Viacom’s by November 12, 1993. The Paramount Board made minimal efforts to negotiate with QVC or to explore whether its offer could be improved.
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