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GESOFF v. IIC INDUSTRIES, INC.

C.A. Nos. 19473, 19600.

902 A.2d 1130 (2006)

Richard S. GESOFF, Plaintiff, v. IIC INDUSTRIES INC., CP Holdings Limited, Kenyon Phillips Acquisition, LLC, Bernard Schreier, John Smith, Robert M. Levy, Robert Glatter, and Alfred L. Simon, Defendants. Cede & Co., Petitioner, v. IIC Industries Inc. and Kenyon Phillips Acquisition, LLC, Respondents.

Court of Chancery of Delaware, New Castle County.

Decided: May 18, 2006.

Attorney(s) appearing for the Case

Joseph A. Rosenthal, Esquire, Jessica Zeldin, Esquire, Rosenthal Monthait & Goddess P.A., Wilmington, Delaware; Harold B. Obstfeld, Esquire, Harold B. Obstfeld P.C., New York, New York, Attorneys for the Plaintiff and Petitioner.

Daniel A. Dreisbach, Esquire, Elizabeth C. Tucker, Esquire, Richards, Layton & Finger, P.A., Wilmington, Delaware; David J. Cynamon, Esquire, Matthew A. Anzaldi, Esquire, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C., Attorneys for Defendants IIC Industries Inc., CP Holdings Limited, Kenyon Phillips Acquisition, LLC, Bernard Shreier, John Smith, Robert M. Levy, and Robert Glatter.

Stephen C. Norman, Esquire, Melony R. Anderson, Esquire, Potter Anderson & Corroon, Wilmington, Delaware, Attorneys for Defendant Alfred L. Simon.

OPINION

LAMB, Vice Chancellor.

This case arises out of a decision by a foreign holding company which controlled a publicly traded United States subsidiary to simplify its internal structure by removing the minority stockholders of that subsidiary in a going-private transaction. To achieve that goal, the controlling stockholder first initiated a voluntary tender offer at a price supposedly determined through a negotiation with a special committee....

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