Tuesday, April 10, 2012

IBP, Inc. v. Tyson Foods, Inc. case brief (789 A.2d 14)

IBP, Inc. v. Tyson Foods, Inc.
Court of Chancery of Delaware, 2001

789 A.2d 14.

:  Demand for specific performance of a “Merger Agreement” by IBP (P).

-Tyson was eager to win auction and possess IBP, even though Tyson had a great deal of information that suggested IBP was going through a trough in the beef industry and that IBP’s subsidiary had been involved in accounting fraud.
-After learning of the problems, Tyson still upped its bid of IBP up to $4/share.  
-Winter/Spring 2001, Tyson and IBP’s performance was dismal as a result of a severe winter.  Tyson’s desire to buy IPB weakened.
-Tyson slowed down merger process due to Buyer’s regret.  By March, Tyson’s founder no longer wanted to go through with merger agreement.  Terminated agreement by letter and filed suit accusing IBP of fraudulently inducing the merger that Tyson once wanted badly.

ISSUE:  Did Tyson have a legal basis to avoid its obligation to consummate the merger?  


-Court looks at the merger agreement, states that the representations can be read as providing Tyson with a right to not close if IBP had to restate the Warranted Financials on account of the earnings charges that (subsidiary) that clearly related to past conduct that occurred during the periods covered by the Warranted Financials.
-5.10 protected Tyson in the event IBP suffered a
Material Adverse Effect, as defined in the agreement.

Re: Charges to Earnings Evidence a Breach of Warranty?
→ Court sides with IBP

-Says Tyson’s reading of the contract is disfavored by NY law.  Produces absurd results.
-Reference in the agreement made to 5.13, disclosing that IBP is engaged in accounting method dispute with IRS and that issue has not been resolved.

Re: Tyson’s Termination Justified Because IBP Has Suffered a Material Adverse Effect (MAC)?

RULE: Under the k, a MAC is defined as any event, occurrence or development of a state of circumstances or facts which has had or reasonably could be expected to have a MAC on the condition (financial or otherwise), business, assets, liabilities, or results of operations of IBP and its subsidiaries TAKEN AS A WHOLE.

-Court says on its face, clause puts IPB at risk for a variety of uncontrollable factors that might materially affect its overall business or results of operation as a whole.
(There can be exclusions, such as bad weather or industry shocks, but none were bargained for here.  Court says they should be bargained for.)
→ Court:  Tyson must show that the event had the required materiality of effect.
-Court looks to see if a MAC has occurred against the Dec 1999 condition of IBP as disclosed by the specific disclosures of the Warranted Financials and Agreement itself.
-Data shows a company that is profitable but subject to strong swings in annual EBIT and net earnings.
-Swings in IBP’s performance were a part of its business reality.
-To an acquirer who has purchased a business as part of a long term strategy, the important thing is whether the company has suffered a MAC in its business or results of operations that is consequential to the company’s earnings power over a commercially reasonable period, which one would think would be measured in years, not months.
A buyer ought to have to make a strong showing to invoke a MAC exception to its obligation to close.  

-A short-term hiccup in earnings does not suffice.  Rather, MAC should be material when viewed from the longer-term perspective of a reasonable acquierer.
-IBP looks at Foodbrands, but court says this alone is not determinative.  5.10 focuses on IBP as a whole and IPB’s performance as an entire company was keeping in line with its baseline condition.
-There was a sharp drop in IBP’s estimate by analysts ($2.38 to $1.44/share)

Holding:  Tyson not able to prove IBP suffered a MAC.

-IBP remains what evidence suggests it always was: a consistently but erratically profitable company that is struggling to implement a strategy that will reduce the cyclicality of its earnings.
-Tyson’s own investment banker still believes that IBP is fairly priced. 

Author's Notes:  This is a case you should pay close attention to.  The case is featured mainly because its in depth analysis of the Material Adverse Change/Effect (MAC), which will likely be tested on.  Pay close attention to the MAC as well as the analysis the court took in order to reach the conclusion it did (IBP did not suffer a MAC).

Textbook:  Corporate Finance, William Bratton, Foundation Press, (page 793)

Further Reading:  http://heinonline.org/HOL/Page?handle=hein.journals/colb2002&div=26&g_sent=1&collection=journals

1 comment:

  1. Thank you so much! This is the best brief I could find on this case.


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