In re Appraisal of Jarden Corporation

Lowenstein Sandler writes:

By a July 19, 2019 ruling, Vice Chancellor Slights set the fair value of Jarden Corporation at its unaffected market price of $48.31, below the $59.21 per share value of cash and stock that Newell Rubbermaid had paid to acquire it. The court also performed a DCF analysis that corroborated its valuation. The court was critical of the merger process leading up to this deal and questioned the reliability of a merger-price-less-synergies approach given that factor as well as its findings that there was no pre-signing or post-signing market check and the evidence regarding deal synergies and how much, if at all, was received by Jarden, was conflicting and especially difficult to measure.

いわゆるuniversal proxyを用いて委任状勧誘を行い株主側の取締役が会社側の取締役と同時に選任された事例

WSJ:

EQT Corp. and the Rice group of shareholders, led by Toby Rice and Derek Rice, said shareholders at the company’s annual meeting Wednesday elected all seven Rice-nominated directors and five nominees supported by both entities. …

EQT is using a universal ballot for its shareholder vote, setting it up to be one of the few high-profile proxy fights to use such cards, which allow shareholders to pick from both sides’ nominees. Universal ballots can make it more likely a company will lose some board seats to a dissident but less likely they’ll lose a majority of seats.

 

 個人的に興味を持ったのが,会社側の取締役が選任されなかったこととによって株価が上昇したことです(直ぐに元の水準に戻ったようですが)。

The Street:

The stock of natural gas giant EQT Corp. (EQT – Get Report) jumped Wednesday after shareholders handed control of the board to an activist group led by former owners. Shares of the Pittsburgh company rose 2.5% to $16.05 after holders voted to award seven seats on the 12-member board to a group called the Rice Team.

via Pittsburgh Post-Gazette, Bloomberg, Bloomberg, Bloomberg, WSJ, EDGAR, SandRidge