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Corporations Keyed to O’Kelley
Weinberger v. UOP, Inc.
Citation:
457 A.2d 701 (1983)Facts
In 1974, Signal sold one of its wholly-owned subsidiaries in cash. While looking to invest this cash surplus, Signal became interested in UOP as a possible acquisition. Signal proposed to acquire a controlling interest in UOP at a price of $19 per share. UOP representatives sought $25 per share. Signal’s board unanimously adopted a resolution authorizing Signal to propose to UOP a cash merger of $21 per share. UOP’s board then considered the proposal. Copies of the agreement were delivered to the directors in attendance, and other copies had been forwarded earlier to the directors participating by telephone. They also had before them UOP financial data for 1974-1977, UOP’s most recent financial statements, market price information, and budget projections for 1978. Signal also suggests that the Arledge-Chitiea feasibility study, including that a price of up to $24 per share would be a good investment for Signal, was discussed at the UOP directors’ meeting. The merger, however, was not submitted to UOP’s shareholders until their annual meeting on May 26, 1978.
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