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Cayman Court considers principles to be applied for “fair value” appraisal of merger dissenting shareholders

September 2015 Nigel K. Meeson QC

On 28th August 2015 the Grand Court of the Cayman Islands finally had the opportunity to give judgment in an appraisal action brought by dissenting shareholders in a statutory merger transaction under Part XVI of the Companies Law. Although there is nothing new or surprising in the judgment, it nevertheless provides welcome guidance and confirmation of the principles to be applied in an appraisal action, whilst recognising that the valuation exercise is fact specific and each case will be decided upon its own facts.

In the Matter of Integra Group (Jones J) a management buyout was effected by means of a statutory merger, and a price was set of US$10 per share after consideration by an independent committee and a fairness valuation. Shareholders dissented and the appraisal remedy was triggered.

 

To continue reading full articles in PDF format:
Cayman Court considers principles to be applied for “fair value” appraisal of merger dissenting shareholders

 


Nigel K. Meeson QC
Partner

Hong Kong   +852 2842 9553


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Alerts

Cayman Court considers principles to be applied for “fair value” appraisal of merger dissenting shareholders

01 September 2015 Nigel K. Meeson QC

On 28th August 2015 the Grand Court of the Cayman Islands finally had the opportunity to give judgment in an appraisal action brought by dissenting shareholders in a statutory merger transaction under Part XVI of the Companies Law. Although there is nothing new or surprising in the judgment, it nevertheless provides welcome guidance and confirmation of the principles to be applied in an appraisal action, whilst recognising that the valuation exercise is fact specific and each case will be decided upon its own facts.

In the Matter of Integra Group (Jones J) a management buyout was effected by means of a statutory merger, and a price was set of US$10 per share after consideration by an independent committee and a fairness valuation. Shareholders dissented and the appraisal remedy was triggered.

 

To continue reading full articles in PDF format:
Cayman Court considers principles to be applied for “fair value” appraisal of merger dissenting shareholders

 


Nigel K. Meeson QC
Partner

Hong Kong   +852 2842 9553