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Yale University Biological Research Laboratories Memorandum

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QUESTION #1 – Double Deal (45%)

AdamLabs, Inc. was a Delaware Corporation, in the business of providing equipment and supplies to biological research laboratories across the country. AdamLabs shares traded on the NASDAQ. Quartzy was a wholly-owned subsidiary of AdamLabs, providing an online inventory management tool to help researchers manage their labs. Adam Regelman was the founder of AdamLabs, and served as CEO and as member of the board of directors. Regelman owned 27% of the shares of AdamLabs.

In early 2008, AdamLabs began exploring possible business combinations, and retained an investment banker, Woody & Co., to help identify potential merger partners. Regelman wanted to focus his energies on running Quartzy and preparing it for a potential IPO. AdamLabs initially explored a transaction with Fisker, Inc., a large pharmaceuticals company. Woody & Co. consulted Ernie & Andrews, LLP (E&A) – a leading accounting firm – regarding the tax consequences of various deal structures. E&A provided the tax information, and at the same time valued Quartzy at $40 million.

In June, after approximately three months of negotiations – personally conducted by Regelman – Fisker proposed a transaction in which it would purchase all of AdamLabs’ stock for $170 million. After further negotiations, Fisker’s final offer included a provision allowing Regelman to purchase a 50% interest in Quartzy for $15 million. Unhappy paying so much for Quartzy, Regelman broke off negotiations.

On July 21, Thomas Dole, CEO and Chairman of Marke, Inc. – another large pharmaceuticals company – contacted Regelman regarding a potential takeover of AdamLabs. During the conversation, Regelman emphasized the importance of the Quartzy transaction, and insinuated that the prior deal had fallen through because the terms of this side deal had not been favorable.

On July 24, Marke presented a draft letter of intent to Regelman, offering to conduct a cash out tender offer for AdamLabs at $19 per share (or $174 million for all shares). The letter additionally agreed to sell a 50% stake in Quartzy to Regelman for $12.5 million. After further negotiations between Dole and Regelman, they agreed to an increase in Regelman’s share of Quartzy at a lower price per share (from 50% at $12.5 million to 80% at $16 million). As a result, the parties agreed to value Quartzy at $20 million, as compared to the earlier value of $25 million (80% at $16 million = 100% at $20 million).

The transaction was subjected to fairness evaluations by advisers of AdamLabs and Marke. Woody & Co. advised the AdamLabs board that the consideration in the transaction as a whole, as structured, was fair to the shareholders of AdamLabs from a financial perspective. Woody & Co. did not perform a separate analysis of Regelman’s purchase of Quartzy, and provided no opinion as to whether Quartzy was being sold at a fair price. The AdamLabs board met on August 3 to consider forming a special committee to review the proposed transaction, but declined to do so.

After three meetings of the AdamLabs board, one of which included a presentation by Woody & Co., Regelman, together with all six independent outside directors, voted to approve the transaction 7-0 on August 7. On August 8, Marke issued a press release announcing the tender offer, and filed the necessary disclosure forms with the SEC. Regelman tendered his shares later that same day. Also that same day, AdamLabs filed a disclosure form with the SEC announcing that the board had unanimously determined that the transaction was fair, and recommending that shareholders accept the offer to tender their shares. The form included the fairness opinion of Woody & Co. as an exhibit.

Neither the Marke nor AdamLabs disclosure forms mentioned the earlier negotiations with Fisker, Inc. The AdamLabs disclosure form included a statement from Regelman personally, opining that his purchase of 80% of Quartzy for $16 million was “fair” based on its historical revenue, but made no mention of the earlier valuation by E&A, or of the fact that Woody & Co. had not attempted to value Quartzy as part of its fairness opinion.

On September 24, 2008, the tender offer closed, with 98% of the shares of AdamLabs having been tendered at $19 per share. The transaction was completed, the remaining 2% of the shares were cashed out at $19 per share, and Quartzy was spun off. Six months later, Quartzy announced its intent to go public. Three months later, it completed its IPO, selling 3,000,000 shares at $15 per share.

You are an associate at a large firm specializing in shareholder litigation. A partner at the firm relays the above facts to you, based on a meeting with a group of former shareholders of AdamLabs. She also mentions that that the AdamLabs certificate of incorporation included a provision limiting director liability under DGCL § 102(b)(7). She has asked you to draft a memo 1) analyzing the former shareholders’ potential claims; 2) discussing what recovery they may be able to receive; and 3) recommending whether the firm should take the case on a contingency fee basis.


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