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Business Associations Keyed to Hwang, 3rd Ed.
Paramount Communications, Inc. v. Time Incorporated
Citation:
571 A.2d 1140 (1989)Facts
Time Incorporated, a Delaware corporation focused on publishing and cable television, began exploring expansion into entertainment in 1983-1984. After extensive deliberation, Time’s board determined that a combination with Warner Communications would best serve its strategic objectives of vertical integration and global expansion while preserving Time’s journalistic culture. In March 1989, Time and Warner agreed to a stock-for-stock merger with a 0.465 exchange ratio favoring Warner, giving Warner shareholders approximately 62% of the combined company. The merger required Time shareholder approval under New York Stock Exchange rules. On June 7, 1989, Paramount announced an unsolicited all-cash offer of $175 per share for all Time stock, later raised to $200 per share. Time’s board, consisting of twelve outside directors and four inside directors, rejected Paramount’s offer and restructured the Warner transaction into an immediate cash tender offer for 51% of Warner’s stock at $70 per share, requiring Time to assume substantial debt but eliminating the need for shareholder approval.
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