OPINION
STRINE, Vice Chancellor.
Shareholder plaintiffs seek a preliminary injunction against the February 5, 2001 closing of a tender offer by an acquisition subsidiary of Marathon Oil ("Marathon") for all the shares of Pennaco Energy, Inc. ("Pennaco"). The tender offer price is $19 per share and Marathon intends to consummate a back-end merger at the same price to cash-out any shares it does not acquire. The offer price is at a substantial premium to Pennaco...
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