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Appraisal Rights


Intrinsic Value Realization




The Delaware Supreme Court issued a ruling on December 14, 2017 that endorsed its interpretation of the "Efficient Market Hypothesis" as a foundation for relying upon market pricing to define a company’s “fair value” in appraisal proceedings. The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for its participants' realization of intrinsic value in opportunistically priced but carefully negotiated buyouts. See:

December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization



Forum reference:

Adventurous investor pursuing appraisal rights in merger based on strategic business combination


Source: Law360, August 15, 2016 article

Jarden Investor Wants Newell Rubbermaid Deal Appraised

By Chelsea Naso

Law360, Wilmington (August 15, 2016, 6:27 PM ET) -- Two Jarden Corp. investors petitioned the Delaware Chancery Court on Friday to review the $13.2 billion cash-and-stock acquisition of the consumer goods maker by Newell Rubbermaid Inc., according to court documents.

Verition Partners Master Fund Ltd., which held 16,756 Jarden shares, and Verition Multi-Strategy Master Fund Ltd., which held 971,562 Jarden shares, asked the Chancery Court to determine whether or not the $60 per share cash-and-stock deal undervalued the consumer goods maker, according to the petition.

The deal, which was announced in December, laid the groundwork for the creation of a $16 billion consumer goods company that will be known as Newell Brands, according to a statement.

The combined company, which will own products that span the food and beverage, baby, commercial and kitchenware and appliances markets and unites brands like Rubbermaid and Mr. Coffee, was billed as an opportunity to “substantially scale” Newell Rubbermaid’s global presence, according to a statement at the time.

Under the terms of the deal, each Jarden share was swapped for $21 in cash and 0.862 of a share of Newell Rubbermaid stock, leaving Newell Rubbermaid investors with a 55 percent stake in the combined company, according to court documents. Jarden’s shares were delisted in April.

At a value of $60 per share when the offer was announced, the offer marked a 24 percent premium to the company’s weighted average price in the 30 days before news of the transaction broke, according to a statement from the time.

The Verition funds said they did not vote in favor of the deal, held onto their shares throughout the sales process and notified Jarden of their plan to seek an appraisal — all requirements for requesting an appraisal, according to the petition.

A representative for Jarden declined to comment.

The request for an appraisal of the Jarden deal comes after the Delaware Chancery Court’s May ruling that valued Dell stock at nearly $4 above the transaction price in its roughly $25 billion take-private deal.

That ruling has been billed as a game-changer for future appraisal cases, as Vice Chancellor J. Travis Laster ruled that the fair value of Dell’s stock at the time its take-private deal led by founder and CEO Michael Dell closed in 2013 was actually $17.62 — 28 percent higher than the $13.75 transaction price.

The Verition funds are being advised by Stuart M. Grant, Cynthia A. Calder, Kimberly A. Evans and Jeremy S. Cole of Grant & Eisenhofer P.A.

Counsel information for Jarden was not immediately known.

The case is Verition Partners et al. v. Jarden, case number 12650, in the Court of Chancery of the State of Delaware.

--Additional reporting by Matt Chiappardi. Editing by Rebecca Flanagan

© 2016, Portfolio Media, Inc.


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