ONTI, INC. v. INTEGRA BANK

Consolidated C.A. No. 14514.

751 A.2d 904 (1999)

ONTI, INC., et al., Plaintiffs, v. INTEGRA BANK, et al., Defendants. A. Jerome DiGiacobbe, Jr., et al., Counterclaimants, v. ONTI, Inc., et al., Counterclaim Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: May 26, 1999.

As Revised: July 1, 1999.


Attorney(s) appearing for the Case

Robert J. Valihura, Jr., and Thomas P. Preston, of Duane, Morris & Heckscher LLP, Wilmington, Delaware, for Plaintiffs and Counterclaim Defendants ONTI, Inc. and EquiMed, Inc.

Kenneth J. Nachbar, of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; of Counsel: Iles Cooper, of Williamson, Friedberg & Jones, Pottsville, Pennsylvania, for Counterclaim Defendants Douglas R. Colkitt, M.D., Jerome D. Derdel, M.D. and Raymond J. Caravan.

R. Franklin Balotti and Anne C. Foster, of Richards, Layton & Finger, Wilmington, Delaware; of Counsel: Jefferson V. Wright, Robert S. Brennen, and Matthew S. Sturtz, of Miles & Stockbridge P.C., Baltimore, Maryland, for Defendants, Counterclaimants and Petitioners.

Josy W. Ingersoll and Martin S. Lessner, of Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware; of Counsel: Peter S. Russ, of Buchanan Ingersoll Professional Corporation, Pittsburgh, Pennsylvania, for National City Bank of Pennsylvania, f/k/a Integra Bank.


OPINION

CHANDLER, Chancellor.

This is an appraisal and entire fairness action arising from the cash-out mergers (the "Cash-Out Mergers") of Onco-Tech, Inc. ("OTI") and eight other companies that owned cancer treatment facilities (the "Eight Centers"). I must decide the value of the companies at the time of the mergers.

I. BACKGROUND

On January 31, 1986, Mobil Diagnostic, Inc. ("MDI"), a company owned by A. Jerome DiGiacobbe, Jr....

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