Cooper v. Pabst Brewing Co.

1993 WL 208763 (1993)

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Cooper v. Pabst Brewing Co.

Delaware Court of Chancery
1993 WL 208763 (1993)

  • Written by Brett Stavin, JD

Facts

Leading up to 1982, several firms attempted to acquire Pabst Brewing Company (Pabst) (defendant). One of those firms, G. Heilman Brewing Company (Heilman), eventually acquired Pabst through a two-tier tender offer. In the first phase of the merger, Heilman purchased 5.6 million shares of Pabst for $32 per share. In the second phase, Heilman acquired the remaining shares by converting them into a $24 subordinated debenture. After the two phases, Heilman’s purchases resulted in a blended cost equivalent to $29.50 per share. Cooper and other minority shareholders (collectively, Cooper) (plaintiffs) dissented from the merger and demanded a fair value appraisal of their shares. Cooper argued that the blended price from Heilman’s tender offer did not accurately reflect Pabst’s value and asserted that the fair market value should have been in the range of $45.72 to $51.71. Pabst claimed that the true fair market value was $20 per share. Pabst argued that the $29.50 blended price reflected a significant control premium.

Rule of Law

Issue

Holding and Reasoning (Hartnett, J.)

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