In re Appraisal of Columbia Pipeline Group, Inc.

2019 WL 3778370 (2019)

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In re Appraisal of Columbia Pipeline Group, Inc.

Delaware Court of Chancery
2019 WL 3778370 (2019)

  • Written by Heather Whittemore, JD

Facts

In 2014 Columbia Pipeline Group (Columbia) was spun off from its parent company for the purpose of being acquired by a third-party buyer. Columbia contacted potential buyers, including TransCanada Corporation (defendant), and began discussions with several companies. Those companies, including TransCanada, were outsider companies with no ownership interest in Columbia. In 2016, after months of negotiations about the merger price, TransCanada acquired Columbia for $22.50 per share. A group of shareholders (the opposing shareholders) (plaintiffs) opposed the merger and exercised their appraisal rights to receive a fair value for their shares in Columbia. The opposing shareholders argued that the fair value of their shares should be calculated using a discounted-cash-flow analysis. TransCanada argued that the fair value of the shares should be calculated using the market value of Columbia’s shares at the time of the merger.

Rule of Law

Issue

Holding and Reasoning (Laster, J.)

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