$7.5B Panera Deal Price Gets Nod In Chancery Appraisal Suit

By Jeff Montgomery (January 31, 2020, 6:50 PM EST) -- Another corporate merger appraisal suit ended in disappointment for challenging stockholders in Delaware Friday, with a Chancery Court ruling that pegged Panera Bread Co.'s fair value before a $7.5 billion merger at $303.44 per share, 16% below the price sought by investors.

It was the latest in a recent series of Chancery Court decisions to give more credence to board-set, negotiated deal or market prices than challenger-supported alternatives heavily based on the calculated present value of future cash flows.

In her 131-page opinion, Vice Chancellor Morgan T. Zurn said the court arrived at the standalone fair value after agreeing with the...

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