Bouchard Bucks The Trend In His 1st Appraisal Ruling

Law360, New York (August 10, 2015, 12:25 PM EDT) -- Much has been written recently regarding the use of the merger price to determine fair value in appraisal cases where the projections prepared by management, and on which the valuation analyses prepared by the parties' experts rely, were deemed by the court to be unreliable. In a decision given little public attention by the financial press or otherwise, in his first opinion in an appraisal action issued June 17, 2015, Delaware Court of Chancery Chancellor Andre G. Bouchard decided otherwise, and using the discounted cash flow (DCF) method together with management's projections, concluded that the fair value of the petitioner's shares as of the merger was equal to $31.94 per share, or $42.17 million, an amount which, while less than the $39.89 per share or $52.65 million calculated by the petitioner's expert, represents a premium of approximately 60 percent over the merger price of $19.95 per share, or $26.33 million, and a premium of 96 percent to the $16.29 per share, or $21.50 million calculated by the respondent's expert....

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