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Business Associations Keyed to Diamond, 6th Ed.
Rabkin v. Philip A. Hunt Chemical Corporation
Citation:
498 A.2d 1099 (1985)Facts
On March 1, 1983, Olin Corporation purchased 63.4% of Hunt’s common stock from Turner & Newall at $25 per share. The Stock Purchase Agreement included a one-year commitment requiring Olin to pay at least $25 per share if it acquired the remaining Hunt stock within one year. After the purchase, Olin placed its own executives on Hunt’s board. Internal Olin documents revealed that the company always intended to acquire 100% of Hunt but deliberately waited until after the one-year commitment expired to avoid paying $25 per share. A confidential memo specifically listed “immediate control will cost approximately $7.3M more in purchase payments than waiting until mid-1984” as a “con” of acquiring Hunt within the one-year period. Just weeks after the one-year period expired, Olin initiated a cash-out merger at $20 per share. A Special Committee of Hunt’s outside directors found the price “fair but not generous” and recommended that Olin increase it, but Olin declined. The merger was approved with Olin voting its 64% stake in favor.
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