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Business Assoctiations Keyed to Gabalson, 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 Revlon’s CEO Michel Bergerac about acquiring Revlon, suggesting a price of $40-50 per share. After being rebuffed, Pantry Pride initiated a hostile tender offer at $47.50 per share. Revlon’s board responded with defensive measures, including a Rights Plan (poison pill) and a self-tender exchange offer for 10 million of its shares. As Pantry Pride continued to increase its bids, Revlon sought a white knight and entered negotiations with Forstmann Little. The Revlon board approved a leveraged buyout by Forstmann at $56 per share, which included provisions to protect Revlon’s noteholders whose securities had declined in value. When Pantry Pride raised its bid to $56.25, Forstmann responded with a $57.25 offer, conditioned on receiving a lock-up option on key Revlon assets, a no-shop provision, and a $25 million cancellation fee. The Revlon board unanimously approved Forstmann’s proposal, effectively ending the auction despite Pantry Pride’s willingness to continue bidding. Pantry Pride subsequently raised its bid to $58 per share.
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