Delaware judge rules against hedge funds in bmc buyout. In a pair of memorandum opinions written by vice chancellor glasscock and decided on january 5, 2015, the court of chancery of the state of delaware, in in re appraisal of, inc. Immediately prior to the merger, petitioners owned 7,629,100 shares of bmc common stock. Here, my focus is the fair value of shares of common stock in bmc software, inc. This brochure provides information about the qualifications and business practices of merion capital llc. Vice chancellor glasscocks opinion in merion capital lp v. Merion, the beneficial owner of the shares, requested its broker to direct the nominee record holder of its shares to demand. After a fourday trial in march, the court held that the merger price in this case was the best. In this case, the broker refused to initiate an appraisal action and merion capital transferred record ownership of the shares into its own name and made a direct appraisal demand. Upon a petition for appraisal of stock pursuant to.
Bmc that were purchased after the record date for a goingprivate merger. The information in this brochure has not been approved or verified by the united states securities and exchange commission or by any. In bmc software, merion capital sought appraisal, through its broker, with respect to shares of bmc purchased after the record date of a goingprivate transaction. Chancery court holds that merger price that resulted from.
The following article was reported by the august 1, 2016. Get breaking news and analysis on bmc software, inc. In the supreme court of delaware longpoint investments trust and alexis large cap equity fund lp. Recent delaware rulings support practice of appraisal. On september, 20, petitioners merion capital lp and merion capital ii lp commenced this action by filing a verified petition for appraisal of stock pursuant to 8 del. View realtime stock prices and stock quotes for a full financial overview. Immediately prior to the merger, petitioners owned 7,629,100 shares of. Receive free daily summaries of new opinions from the delaware court of chancery. It develops, markets and sells software used for multiple functions, including information technology it service management, data center automation, performance management, virtualization lifecycle management and cloud computing. Bmc stock, price quote and chart, trading and investing tools. The company is specializing in business service management software. Bmc software, an appraisal action in which the plaintiffs alleged that the sale price for bmc did not reflect the fair value of the growing concern. On october 21, 2015, the delaware court of chancery issued a posttrial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Company profile page for bmc software inc including stock price, company news, press releases, executives, board members, and contact information.
Merion capital lp urged a delaware chancery judge on tuesday to reprice its holdings in bmc software inc. Bmc software inc company profile and news bloomberg. For a reprint of this article, please contact reprints. In this action, dissenting minority shareholder merion capital claimed the fair value of its shares was 45 percent higher than the price paid for bmc software by a group of private equity firms in a competitive auction. The information in this brochure has not been approved or verified by the united states securities and exchange commission or by any state securities authority. District court for the eastern district of texas in marshall and one in germany. Indeed, as law360 reported, the parties arguments focused to a large degree on how much deference should be accorded. In bmc software, merion and an affiliated fund for simplicity, collectively referred to as merion purchased shares of bmc software, inc. Merion capital lp and merion capital ii lp, bmc software. Justia us law case law delaware case law delaware court of chancery decisions 2015 merion capital lp and merion capital ii lp v. Merion, a hedge fund, then decided that the fair value of bmc was much higher and began buying bmc shares. Servicenow, three patent infringement suits filed by bmc, two in the u. The company provides information technology it management solutions for large, midsized and small enterprises and public sector organizations.
Bmc stock was originally traded on nasdaq under the symbol bmcs and on the new york stock exchange with symbol bmc, but the. The stockholder in that case faced a unique problem because cede refused to make its appraisal demand on its behalf, so merion was forced to have its holdings in bmc stock withdrawn from the fungible mass. Bmc to manage their business services and applications across distributed, mainframe, virtual and cloud. Merion capital lp and merion capital ii lp, after acquiring stock of bmc for the sole purpose of seeking appraisal in connection with the transaction, brought an appraisal action following consummation of the merger.
Bmc offers saasbased and onpremise software and services in areas including cloud computing, it service management, automation, it operations, and mainframe. Bmc software also reduced its guidance for the full year. Thats why more than 20,000 it organizations from the global 100 to the smallest businesses in over 120 countries rely on bmc software nasdaq. Bmc software was brought by merion capital, a selfdescribed eventdriven investment fund that specializes in appraisal arbitrage. Respondent bmc software argued that the fair value of shares was substantially below the. Bmch stock quote, history, news and other vital information to help you with your stock trading and investing. In fiscal years 2011 to 20, bmc, one of the largest software companies in the world, saw a steady decrease in its. The october 21, 2015 decision, merion capital lp and merion capital ii lp v.
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