JAB Wins Appraisal Action

Skadden represented JAB Holdings B.V. in its victory in an appraisal action arising from its $7.5 billion acquisition of Panera Bread Company. In a six-day trial, the petitioners argued that Panera was worth $361 per share though the deal price was $315 per share. On January 31, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery agreed with JAB that the deal price was the most reliable indicator of fair value and that $11.56 in synergies must be subtracted, resulting in fair value of $303.44 per share, significantly below the merger price.