Rules to determine fair value payable for shares in a company merger
Name: In re Integra Group
Integra operated an independent Russian oil field services and equipment manufacturing business listed on the London Stock Exchange.
After a decline in its list price its management proposed an MBO whereby they would create a new company and merge it with Integra offering money to Integra’s shareholders for their shares. The holders of 17.3% of Integra’s shares felt the price offered was too low, and exercised their dissenting rights to invite the court to rule on which side’s expert valuation opinion it preferred.
The court will award a fair value, meaning:
- A shareholder’s proportionate share of the business as a going concern
- Without minority discount
- Without premium for the forcible taking of their shares
- Without regard for the pros or cons for share value of the transaction dissented to
- A valuation methodology based on publicly traded prices is only appropriate if there is well informed and liquid market with a widely held float
- The relevant date is that of the proposed merger EGM
Interest was awarded to cover delay between the day the offer was made and payment.
Integra’s expert valuation of the company at between $70 -$100m was held too imprecise to be “particularly helpful”. The Cayman court took account of merger valuation guidance in Delaware and Canadian law.
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