## Facts

- Jarden Corporation was a widely held, publicly traded consumer-products company with no controlling stockholder and an actively traded stock with significant analyst coverage.
- Newell Rubbermaid, Inc. acquired Jarden in a cash-and-stock merger valued at $59.21 per share.
- The last unaffected trading price before merger-related information affected the market was $48.31 per share.
- Dissenting stockholders (hedge funds) sought appraisal under 8 Del. C. § 262 to determine the “fair value” of their shares as of the merger date.
- At trial, Jarden’s expert primarily used a discounted cash flow (DCF) analysis and opined fair value of $48.01 per share.
- Petitioners’ expert used a comparable-companies analysis and opined fair value of $71.35 per share.
- The court found no persuasive evidence of market manipulation, informational failure, or other market defects affecting Jarden’s trading price.
- Additional market evidence included a pre-merger stock offering priced at $49.00 per share.
- The court also considered, as secondary evidence, a merger-price-less-synergies estimate of $46.21 per share.

## Issues

1. Under 8 Del. C. § 262, whether Jarden’s “fair value” as a going concern was best measured by unaffected market price, expert valuation models (DCF or comparables), merger price less synergies, or a weighted combination of metrics.
2. Whether petitioners’ comparable-companies valuation was reliable given the record evidence about market efficiency and company-specific conditions.
3. Whether alleged errors in the court’s DCF cross-check warranted reargument under Court of Chancery Rule 59(f).

## Decision

- The Court of Chancery determined fair value at $48.31 per share, adopting Jarden’s unaffected market price as the most reliable indicator of going-concern value on the merger date.
- The court rejected petitioners’ $71.35 per share comparable-companies valuation as not credible in light of market evidence and methodological concerns.
- The court used an independent DCF (approximately $48.13 per share) and other market evidence (including the $49.00 offering) to corroborate the unaffected market price.
- The court treated merger-price-less-synergies ($46.21 per share) as confirmatory evidence but declined to make merger price (or merger price less synergies) the primary valuation metric.
- The court denied petitioners’ Rule 59(f) motion for reargument, finding no overlooked controlling law or misapprehended facts that would change the outcome.
- The Delaware Supreme Court affirmed, approving the use of unaffected market price as a permissible primary measure of fair value when the market is efficient and the record shows no material pricing failures.

## Legal Principles

- In a statutory appraisal under 8 Del. C. § 262, the court must determine “fair value” by considering “all relevant factors,” valuing the company as a going concern and excluding value arising from the merger itself (including synergistic gains).
- Market-based indicators may receive substantial weight when the stock trades in an efficient market and there is no persuasive evidence that material information was not incorporated into price.
- Valuation methods such as DCF, comparable-companies analyses, and merger-price-less-synergies can be used as corroboration or cross-checks; the court retains discretion to select and weigh methodologies based on the record.
- A motion for reargument under Court of Chancery Rule 59(f) is not a vehicle to re-litigate valuation inputs; it requires showing the court overlooked controlling law or misapprehended material facts or law such that the result would change.

## Conclusion

The appraisal courts fixed fair value at Jarden’s unaffected trading price because Jarden’s stock traded in an efficient public market without evidence of pricing defects, rejecting an outlier comparables valuation and using DCF and merger-related metrics only to confirm that the reliable valuation evidence clustered in the high-$40 range.


In re Appraisal of Jarden Corp., 2019 WL 3244085 (Del. Ch. July 19, 2019), aff'd, 210 A.3d 524 (Del. 2019)