The Delaware Court of Chancery just issued two new appraisal rulings:
- Solera (C. Bouchard): the Court awarded merger price less synergies, which comes out to 3.4% below deal price; we have previously reported on the Solera case here; and
- Norcraft (V.C. Slights): the Court awarded a premium of 2.5% above deal price, relying on a DCF analysis and expressly rejecting a valuation based on merger price less synergies.
Both opinions adhered to the Supreme Court’s Dell and DFC rulings, although Norcraft held that despite those decisions, a merger price ruling was not warranted on the facts of that case. Also, both cases rejected unaffected stock price as a measure of fair value based on their respective records. The Solera opinion can be found here, and the Norcraft opinion can be found here.
**This firm is one of the counsel of record for petitioners in Solera.
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