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Business Organizations Keyed to Chasalow, 3rd Ed.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
Citation:
506 A.2d 173 (1986)Facts
In June 1985, Ronald Perelman of Pantry Pride approached Michel Bergerac of Revlon about a friendly acquisition at $40-50 per share, which Bergerac rejected. After further rebuffs, Pantry Pride’s board authorized a hostile tender offer at $45 per share. In response, Revlon’s board adopted defensive measures including a poison pill (Rights Plan) and a share repurchase program with Notes containing protective covenants. Pantry Pride made several increasing bids, while Revlon negotiated with Forstmann Little as a “white knight.” When Forstmann offered $57.25 per share, Revlon’s board granted Forstmann a lock-up option to purchase two key divisions at below-market prices, a no-shop provision, and a $25 million cancellation fee. The board justified these actions partly to protect Revlon’s noteholders, whose securities had declined in value. Pantry Pride increased its bid to $58 per share and sought an injunction against the Forstmann agreement’s protective provisions.
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