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Business Associations Keyed to Bainbridge
Unocal Corporation v. Mesa Petroleum Co.
Citation:493 A.2d 946 (Del.1985)
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On April 8, 1985, Mesa, the owner of 13% of Unocal’s stock, commenced a two-tier front loaded cash tender offer for 64 million shares of Unocal’s outstanding stock at a price of $54 per share. Unocal’s board consists of eight independent outside directors and six insiders. It met to consider the Mesa tender offer. Detailed presentations were made by legal counsel regarding the board’s obligations and the board received a presentation from Goldman Sachs discussing the bases for their opinions that the Mesa proposal was wholly inadequate. Sachs also presented various defensive strategies. One of the devices was a self-tender by Unocal for its own stock with a reasonable price range of $70 to $75 per share. The eight outside directors unanimously agreed to advise the board that it should reject Mesa’s tender offer as inadequate and that Unocal should pursue a self-tender to provide the stockholders with a fairly priced alternative to the Mesa proposal.
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