In re Appraisal of Panera Bread Co. – Dissenters’ stock valued at deal price less synergies

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Abstract: Once again, the Delaware Chancery Court has turned to deal price as the most reliable indicator of a company’s fair value in a statutory appraisal proceeding. However, it decided that adjustments for certain “synergies” were required. This article explains the court’s reasoning — and why the company was denied a refund for prepaying its shareholders. A sidebar highlights alternative methods of valuation that the court ultimately rejected. In re Appraisal of Panera Bread Co., No. 2017-0593-MTZ (Del. Ch. Jan. 30, 2020)