GEORGE TOWN, Grand Cayman, Aug.
28, 2015 /PRNewswire/ -- International law firm Walkers
recently acted for Integra Group ("Integra") in what was the first
instance of a petition to the Grand Court of the Cayman Islands (the "Grand Court") for a
determination of the fair value of a dissenting investor's shares,
following the successful completion of a statutory merger. This is
the first decision of its type under section 238 of the Cayman
Islands Companies Law, which is akin to a valuation or appraisal
action.
The Integra case was heard over five days before Justice
Andrew Jones QC and his decision in
these proceedings gives the first indication as to the manner in
which the Grand Court will handle certain key issues arising in
these complex scenarios. The Cayman
Islands merger framework is widely used, and this decision
sets an important precedent of significant interest to all parties
involved in merger or buyout transactions.
Walkers initially advised Integra, a major oilfield services
provider in the Russian market on the management buyout transaction
which completed in February of 2014 and subsequently in relation to
the challenge as to the merger price by a small group of related
institutional shareholders. Whilst the right to seek a
determination from the court as to fair value in these
circumstances has been a feature of a number of North American
jurisdictions for some time, with a variety of different approaches
adopted, this exercise is entirely novel in the Cayman Islands.
In this case, the deal was approved by a majority of
shareholders at an offer price of US$10 per share, itself a significant premium on
the pre-offer share price, and was supported by a recommendation by
an independent committee of executives and a fairness opinion from
a major bank. However, faced with a claim that the offer price was
nevertheless insufficient, the Court turned to a significant body
of expert valuation evidence. The Court signalled that it will take
a detailed and objective approach to valuation having regard to all
of the available evidence in order to determine the fair value.
The approaches taken by the Delaware and Canadian courts were considered
helpful in looking at the dissent process, but the judgment is
clear that there is no "one size fits all" model, the appropriate
valuation methodology being a matter which would vary on a case to
case basis. This decision remains subject to appeal. The full
briefing note can be found here.
CONTACT:
Robert Hazelton,
Walkers
+1 345 814 4519
Robert.hazelton@walkersglobal.com
Ben Tanner, Weber
Shandwick
212-445-8245
Btanner@webershandwick.com
About Walkers
From offices in the British Virgin
Islands, the Cayman
Islands, Dubai,
Hong Kong, Ireland, Jersey, London and Singapore, Walkers provides legal, corporate
and fiduciary services to FORTUNE 100 and FTSE 100 global
corporations, financial institutions, capital markets participants,
investment fund managers and middle market companies.
Widely recognised as a leader in the offshore legal industry,
Walkers' industry awards include "Offshore Law Firm of the Year" by
Alpha Magazine, The Lawyer, PLC Which Lawyer? and Asian Legal
Business. Walkers has also been honoured as the PLC Which Lawyer?
Yearbook Leading Cayman Islands Law Firm, Who's Who Legal Law Firm
of the Year: Cayman Islands and
has shared honours for "Offshore Legal Team of the Year" by the
Society of Trust and Estate Practitioners (STEP).
For more information on the Walkers, visit us on the web at
www.walkersglobal.com or contact us by e-mail at
info@walkersglobal.com. To contact Walkers by phone, call our
Cayman Islands office at +1
345-949-0100.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/walkers-acts-for-integra-group-in-first-petition-to-cayman-court-for-fair-value-determination-of-dissenting-investors-shares-300134670.html
SOURCE Walkers