In In re Synthes, Inc. Shareholder Litigation, plaintiffs challenged the fairness of Synthes' recent merger with Johnson & Johnson (J&J), in which both controlling and minority stockholders of Synthes received a combination of cash and J&J stock as consideration for their Synthes shares. Plaintiffs claimed, among other things, that the transaction was unfair to the minority stockholders because Synthes' controlling stockholder, Hansjoerg Wyss ("Wyss") had a conflict of interest causing him to support the cash and stock deal rather than an alternative offer, which would have cashed-out the minority stockholders, albeit at a lower price, and required Wyss to retain a significant investment in the surviving entity.
To substantiate plaintiffs' claim that the merger transaction was unfair, they were required to show that Wyss derived a personal, financial benefit to the exclusion of and detriment to, the minority stockholders. A showing of such a conflict of interest would deprive the board of directors of business judgment rule protections and subject its decision with respect to the merger to a stricter "entire fairness" review. Here, however, the court found that Wyss's interests were aligned with those of the minority stockholders, as the merger transaction offered all stockholders their pro rata share of the merger consideration, without distinction between controlling and minority stockholders. Additionally, the court found that Wyss and the Synthes board engaged in an open and deliberative sale process in connection with the merger. As such, the court analyzed the transaction under the more lenient business judgment standard to reject plaintiffs' claims and dismiss the complaint with prejudice.
In re Synthes, Inc. Shareholder Litigation, 2012 WL 3594293 (Del. Ch. Aug. 17, 2012).