Cede & Co. v. Technicolor, Inc.
Supreme Court of Delaware
684 A.2d 289 (Del. 1996)
Ron Perelman's MAF group pursued a two-step acquisition of financially troubled Technicolor (defendant), first tendering for shares and then cashing out remaining shareholders in a follow-up merger; before and during the tender offer period, Perelman developed and began implementing concrete plans to improve Technicolor's performance by selling its unprofitable divisions. Dissenting shareholder Cinerama (plaintiff) sought a statutory appraisal of its shares, but the trial court excluded any value attributable to Perelman's post-merger plans, reasoning appraisal should reflect only value that would exist independent of the merger; Cinerama appealed, arguing Perelman's concrete plans should be factored into the valuation.
Whether a statutory appraisal of a dissenting shareholder's shares must consider non-speculative future value attributable to the acquiring party's concrete, already-developing post-merger plans for the company, or whether such value must be categorically excluded as merger-related.