Doft & Co. v. Travelocity.com Inc.
Delaware Court of Chancery
2004 WL 1152338 (2004)
Travelocity.com (Travelocity) (defendant) merged with Travelocity Holdings Sub Inc., a wholly owned subsidiary of Sabre Holdings Corporation. Travelocity shares were purchased for $28 per share. Doft & Co. (Doft) (plaintiff), a Travelocity shareholder, brought an appraisal action, seeking a fair value determination as of the merger date. Travelocity’s valuation expert concluded that Travelocity’s going-concern value on the merger date was $20 per share. Doft’s expert concluded that the value was at least $35 per share a month before the merger date. Both experts used a discounted-cash-flow (DCF) analysis and a comparable-company analysis with Expedia as the comparable company. At trial, Travelocity’s chief financial officer testified about the newness and volatility of the market, the difficulty of forecasting future cash flows, and how the 9/11 attacks created doubts about the future of the online travel business and Travelocity’s position in the market.
Rule of Law
Holding and Reasoning (Lamb, J.)
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