ANDRA v. BLOUNT

Civ. A. No. 17154.

772 A.2d 183 (2000)

Mary D. ANDRA, Plaintiff, v. Samuel R. BLOUNT, Meadowcraft, Inc., Timothy M. Leroy, T. Morris Hackney, James M. Scott, Reese H. McKinney, Jr., and MWI Acquisition Co., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: March 29, 2000.


Attorney(s) appearing for the Case

Joseph A. Rosenthal, of Rosenthal, Monhait, Gross & Goddess, Wilmington; Ann Miller, Michael D. Donovan, of Donovan Miller, Philadelphia, Pennsylvania, of counsel, for Plaintiff.

A. Gilchrist Sparks, III, Jessica Zeldin, of Morris, Nichols, Arsht & Tunnell, Wilmington; Gary W. Kubek, Colby A. Smith, Jeffrey I. Lang, of Debevoise & Plimpton, New York City, of counsel, for Defendants Samuel R. Blount, Timothy M. Leroy and MWI Acquisitions Co.

Anne C. Foster, Thad J. Bracegirdle, of Richards, Layton & Finger, Wilmington; J. Michael Rediker, of Ritchie & Rediker, Birmingham, Alabama, of counsel, for Defendants T. Morris Hackney, James S. Scott, Reese H. McKinney, Jr., and Meadowcraft, Inc.


OPINION

STRINE, Vice Chancellor.

In this opinion, I conclude that a non-tendering stockholder with appraisal rights who is squeezed out in a back-end, cash-out merger after a tender offer may not challenge the disclosures issued in connection with that tender offer when the tender offer was effected by a majority stockholder who already possessed the voting power to force the back-end merger. In this scenario, the...

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