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Business Organizations Keyed to Sjostrom
Revlon, Inc. v. MacAndrews
Citation:
506 A.2d 173 (Del. 1985)Facts
In June 1985, Ronald O. Perelman, chairman of the board and chief executive officer of Pantry Pride, met with his counterpart at Revlon, Michael C. Bergerac, to discuss an acquisition of Revlon by Pantry Pride. On August 14, Pantry Pride’s board authorized Perelman to acquire Revlon. On August 19, the Revlon board met to consider the impending threat of a hostile bid by Pantry Pride. At the meeting, Lazard Freres, Revlon’s investment banker, advised the directors that $45 per share was a grossly inadequate price. The directors then advised the stockholders to reject the offer. In the meantime, the directors unanimously agreed to a leveraged buyout by Forstmann. Each stockholder would get $56 per share under the agreement. Pantry Pride countered with a new proposal, raising its $53 offer to $56.25. On October 12, Forstmann made a new $57.25 per share offer, based on several conditions. The principal demand was a lock-up option and a no-shop provision. Pantry Pride challenged the lock-up, the cancellation fee, and the exercise of the rights and notes covenants.
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