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Business Associations Keyed to Diamond, 6th Ed.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
Citation:
506 A.2d 173 (1986)Facts
In June 1985, Ronald Perelman of Pantry Pride approached Revlon’s CEO Michel Bergerac about a friendly acquisition at $40-50 per share, which Bergerac rejected. After failed negotiations, Pantry Pride 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. Pantry Pride made several increasing bids, while Revlon sought alternative transactions. Eventually, Revlon agreed to a leveraged buyout by Forstmann Little at $57.25 per share, which included a lock-up option on Revlon’s Vision Care and National Health Laboratories divisions for $525 million (significantly below their estimated value), a no-shop provision, and a $25 million cancellation fee. Importantly, Forstmann also agreed to support the value of notes that had been issued in Revlon’s defensive exchange offer, addressing potential litigation from noteholders. When Pantry Pride raised its bid to $58 per share, Revlon refused to consider it due to the agreement with Forstmann.
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