Reynolds Am. Inc. V. Third Motion Equities Master Fund Ltd., 2020 NCBC 35
Reynolds Am. Inc. v. Third Motion Equities Master Fund Ltd., 2020 NCBC 35. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE FORSYTH COUNTY SUPERIOR COURT DIVISION 17 CVS 7086 REYNOLDS AMERICAN INC., ) ) Plaintiff, ) ) v. ) ) THIRD MOTION EQUITIES MASTER ) FUND LTD., MAGNETAR CAPITAL ) MASTER FUND, LTD., SPECTRUM ) OPPORTUNITIES MASTER FUND LTD., ) MAGNETAR FUNDAMENTAL ) STRATEGIES MASTER FUNDS LTD., ) MAGNETAR MSW MASTER FUND LTD., ) MASON CAPITAL MASTER FUND, L.P., ) ANTON S. KAWALSKY, trustee for the ) benefit of Anton S. Kawalsky Trust UA ) 9/17/2015, CANYON BLUE CREDIT ) INVESTMENT FUND L.P., THE ) FINDINGS OF FACT, CANYON VALUE REALIZATION ) CONCLUSIONS OF LAW, AND MASTER FUND, L.P., CANYON VALUE ) FINAL JUDGMENT REALIZATION FUND, L.P., BLUE ) MOUNTAIN CREDIT ALTERNATIVES ) MASTER FUND L.P., BLUEMOUNTAIN ) FOINAVEN MASTER FUND L.P., ) BLUEMOUNTAIN GUADALUPE PEAK ) FUND L.P., BLUEMOUNTAIN SUMMIT ) TRADING L.P., BLUEMOUNTAIN ) MONTENVERS MASTER FUND SCA ) SICAV-SIF, AMUNDI ABSOLUTE ) RETURN CANYON FUND P.L.C., ) CANYON-SL VALUE FUND, L.P., ) PERMAL CANYON IO LTD., CANYON ) VALUE REALIZATION MAC 18 LTD., ) and BARRY W. BLANK TRUST, ) ) Defendants. ) ) 1. THIS MATTER arises out of the assertion of appraisal rights by Defendants, who are former shareholders of Plaintiff Reynolds American Inc. (“RAI” or the “Company”), in connection with the merger of RAI with and into a wholly- owned subsidiary of British American Tobacco plc (“BAT”) (the “Merger”). By statute, the Court is charged with determining the fair value of Defendants’ shares at the time of the transaction. N.C.G.S. § 55-13-30(a). 2. The Court has considered all relevant and admissible evidence of value presented by the parties at trial, including the pre-Merger trading price of RAI stock; the robustness of the negotiations between RAI and BAT and the resulting deal price; the valuation work performed by Goldman Sachs Group, Inc.
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