Document: In re Orchid Cellmark Inc. S’holder Litig., C.A. No. 6373-VCN (Del.Ch. May 12, 2011)
The Court of Chancery declined to preliminarily enjoin a merger transaction that plaintiffs claimed was “the result of a flawed and inadequate process” and involved “materially misleading and incomplete” securities filings. The Court, applying the Revlon doctrine, concluded that the Board and the Special Committee thereof did not act unreasonably in their determination to engage in a merger which, despite several deal protection mechanisms, yielded the shareholders of the target an approximate 40% premium over the trading price of the shares. Further, it determined that the plaintiffs failed to demonstrate a reasonable probability of success on the merits of their disclosure claims, and concluded that there was not a significant likelihood of irreparable harm to the plaintiffs if the merger were to be consummated.