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Business Associations Keyed to Coffee, 9th Ed.
Weinberger v. UOP, Inc.
Citation:
457 A.2d 701 (1983)Facts
In 1975, Signal Companies acquired 50.5% of UOP’s stock at $21 per share through a negotiated purchase and tender offer. By 1978, Signal had excess cash and decided to acquire the remaining 49.5% of UOP. Two Signal executives who were also UOP directors prepared an internal feasibility study showing that acquiring UOP’s minority shares at up to $24 per share would be a good investment for Signal. However, this report was never shared with UOP’s outside directors or minority shareholders. Signal proposed a merger at $21 per share, which was hastily approved by UOP’s board after a brief meeting and a quickly prepared fairness opinion from Lehman Brothers. The merger was presented to shareholders as having been unanimously approved by UOP’s board, and was subsequently approved by a majority of the minority shareholders. The proxy statement failed to disclose the Arledge-Chitiea feasibility study or the rushed nature of the Lehman Brothers fairness opinion.
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