Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. 2016)

Our firm, together with Weil, Gotshal & Manges LLP, successfully represented Lender Processing Services, Inc. in an appraisal proceeding arising from Fidelity National Financial, Inc.’s $4.2 billion acquisition of Lender Processing. 

In the appraisal action, petitioner Merion Capital argued that Lender Processing’s “fair value” at closing was $50.46 per share, based on their expert’s discounted cash flow analysis.  Lender Processing argued that the “maximum fair value” was $37.14 per share, based on the final merger consideration paid to holders of Lender Processing common stock. 

Following a four-day trial, the Court of Chancery gave 100% weight to the final merger consideration in holding, in a 74-page decision, that the fair value of Lender Processing on the closing date was $37.14 per share. Merion Capital accordingly received none of the approximately $90 million in additional consideration it had sought in the appraisal action. 

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