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Corporations Keyed to Rhee
Paramount Communications, Inc. v. Time Inc.
Citation:
571 A.2d 1140 (Del. 1989)Facts
Time’s executive board began considering expanding Time’s operations into the entertainment industry. In spring of 1987, a meeting took place between Steve Ross, CEO of Warner Brothers, and N.J. Nicholas, President and a director of Time. They discussed the possibility of a joint venture between the two companies. On March, 1989, Time’s board met and unanimously approved the stock-for-stock merger with Warner. Warner’s board likewise approved the merger. Time also entered an automatic share exchange agreement with Warner as a defensive tactic. On June 7, 1989, Paramount announced its all-cash offer to purchase all outstanding shares of Time for $175 per share. Time found Paramount’s fully negotiable offer to be subject to three conditions. Eventually, the Time board viewed Paramount’s offer as inadequate and concluded that its proposed merger with Warner was the better course of action.
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