In Re: Appraisal of Jarden Corporation
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE : IN RE: APPRAISAL OF : CONSOLIDATED JARDEN CORPORATION : C.A. No. 12456-VCS : MEMORANDUM OPINION Date Submitted: May 1, 2019 Date Decided: July 19, 2019 Stuart M. Grant, Esquire, Cynthia M. Calder, Esquire, Kimberly A. Evans, Esquire, Kelly L. Tucker, Esquire and Vivek Upadhya, Esquire of Grant & Eisenhofer P.A., Wilmington, Delaware, Attorneys for Petitioners. Srinivas M. Raju, Esquire, Brock E. Czeschin, Esquire, Robert L. Burns, Esquire, Sarah A. Clark, Esquire and Matthew W. Murphy, Esquire of Richards, Layton & Finger, P.A., Wilmington, Delaware and Walter W. Davis, Esquire, Michael J. McConnell, Esquire and Robert A. Watts, Esquire, of Jones Day, Atlanta, Georgia, Attorneys for Respondent Jarden Corporation. SLIGHTS, Vice Chancellor This statutory appraisal action arises from a merger whereby Newell Rubbermaid, Inc. (“Newell”) acquired Jarden Corporation (“Jarden” or the “Company”) (the “Merger”) for cash and stock totaling $59.21 per share (the “Merger Price”). Petitioners, Verition Partners Master Fund Ltd., Verition Multi-Strategy Master Fund Ltd., Fir Tree Value Master Fund, LP and Fir Tree Capital Opportunity Master Fund, LP (together “Petitioners”), were Jarden stockholders on the Merger’s effective date and seek a judicial appraisal of the fair value of their Jarden shares as of that date. At the close of the trial, I observed, “[w]e are in the classic case where . very-well credentialed experts are miles apart. There’s some explaining that is required here to understand how it is that two very well-credentialed, I think, well- intended experts view this company so fundamentally differently.”1 This observation was prompted by the all-too-frequently encountered disparity in the experts’ opinions regarding Jarden’s fair value.
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