In re Appraisal of Solera Holdings, Inc., C.A. No. 12080-CB
Our firm, together with Kirkland & Ellis LLP, successfully represented Solera Holdings, Inc., in an appraisal proceeding arising from Vista Equity Partner’s $3.85 billion acquisition of Solera.
In the appraisal action, petitioners argued that Solera's “fair value” at closing was $84.65 per share, based on their expert’s discounted cash flow analysis. Solera argued that the fair value was the deal price ($55.85 per share), adjusted downward for synergies (to $53.95).
Following a five-day trial, the Court of Chancery agreed with Solera and concluded, in a 91-page decision, that the fair value on the closing date was $53.95 per share. As a result, petitioners did not receive any of the nearly $115 million in additional consideration it had sought. Instead, petitioners received less than they would have had they accepted the merger consideration.