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Corporations Keyed to Hazen
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
Citation:
506 A.2d 173 (Del. 1985)Facts
Ronald Perelman, chairman of the board and chief executive officer of Pantry Pride, met with his counterpart at Revlon, Michale Bergerac, to discuss a friendly acquisition of Revlon by Pantry Pride. On August 14, Pantry Pride’s board authorized Perelman to acquire Revlon, either through negotiation in the $42-$43 per share range, or by making a hostile tender offer at $45. Bergerac remained adamantly opposed to such schemes. Pantry made its first hostile move with a cash tender offer for all shares of Revlon at $47.50 per common share. The Revlon board met to advise the stockholders to reject the offer. Revlon also commenced its own offer for up to 10 million shares. In the meantime, Revlon’s negotiations with Forstmann and the investment group Adler & Shaykin had produced results. The Revlon board unanimously agreed to a leveraged buyout by Forstmann. PantryPride filed a complaint, challenging the lock-up, the cancellation fee, and the exercise of the Rights and Notes covenants.
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