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Corporations Keyed to Hazen
Weinberger v. UOP, Inc.
Citation:
457 A.2d 701 (Del. 1983)Facts
Signal is a diversified, technically based company operating through various subsidiaries. In 1974, Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. It became interested in UOP as a possible acquisition. An understanding was reached whereby Signal agreed to purchase from UOP 1,500,000 shares of UOP’s authorized but unissued stock at $21 per share. Although UOP’s board consisted of thirteen directors, Signal nominated and elected only six. Of these, five were either directors or employees of Signal. By the end of 1877, Signal basically was unsuccessful in finding other suitable investment candidates for its excess cash, and considered that it had no other realistic acquisitions available to it on a friendly basis. Once again, Signal’s attention turned to UOP. Signal’s board then unanimously adopted a resolution authorizing Signal to propose to UOP a cash merger of $21 per share.
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