IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
SOLAR CELLS, INC.,
Plaintiff,
V. C.A. No. 19477
TRUE NORTH PARTNERS, LLC, )
FIRST SOLAR, LLC, MICHAEL J. )
AHEARN, MICHAEL L. PIERCE, )
and MICHAEL GALLAGHER, )
Defendants. >
MEMORANDUM OPINION
Date Submitted: April 17, 2002
Date Decided: April 25, 2002
Kenneth J. Nachbar, Jon E. Abramczyk, S. Mark Hurd, and Brian J. McTear, of
MORRIS, NICHOLS, ARSHT & TUNNELL, Wilmington, Delaware; OF
COUNSEL: Barry W. Fissel and M. Charles Collins, of EASTMAN & SMITH
LTD., Toledo, Ohio, Attorneys for Plaintiff.
Allen M. Terrell, Jr., Thad J. Bracegirdle and Andrea K. Short, of RICHARDS,
LAYTON & FINGER, Wilmington, Delaware; OF COUNSEL: Timothy P. Ryan
and Daniel B. McLane, of ECKERT SEAMANS CHERIN & MELLOTT, LLC,
Pittsburgh, Pennsylvania, Attorneys for Defendants.
CHANDLER, Chancellor
This action concerns the proposed merger of defendant First Solar, LLC
("First Solar" or the "Company") with and into First Solar Operating, LLC
("FSO"), the wholly-owned operating subsidiary of First Solar Ventures, LLC
("FSV"). The plaintiff, Solar Cells, Inc. ("Solar Cells"), alleges that the individual
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
Plaintiff,
FIRST SOLAR, LLC, MICHAEL J.)
Allen M. Terrell, Jr., Thad J. Bracegirdle and Andrea K. Short, of RICHARDS, LAYTON & FINGER,
This action concerns the proposed merger of defendant First Solar,
, the wholly-owned operating subsidiary of First Solar Ventures, LLC
The plaintiff, Solar Cells, Inc., alleges that the individual
Partners, LLC ("True North" and, collectively, "the defendants"), acted in bad faith
a preliminary injunction was fully briefed and then argued on April 17,
an Arizona limited liability company, was brought in to provide needed financing.
First Solar is managed pursuant to the Operating Agreement of First Solar,
Managers (the "True North Managers") and Solar Cells to elect the remaining two
Solar retained investment banker Adams, Harkness & Hill, Inc. to find a
ratio based on a January 8, 2002 AHH valuation of First Solar at $32,000,000.
' The loan was convertible either at the same value as AHH proposed to outside investors or
to owning 5% of the membership units of the surviving company.
merits of at least one claim; that irreparable harm will be suffered by the
Solar Cells argues that the manner in which the proposed merger was
I need only determine whether the values used in those transactions is likely to cause
the challenged transaction was the result of fair dealing and offered a fair price.
AHH's January 2002 valuation employed only a discounted cash flow analysis.
For the reasons set forth in this Court's Memorandum Opinion entered
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