The statutory merger provisions of the Companies Law have now
been in force for some time, and the regime is used frequently to
effect a wide range of corporate transactions. However, there has
always been some uncertainty as to the resolution of the claims by
dissenting shareholders under section 238 of the Cayman Companies
Law. Cases dealing with section 238 have been rare and, until now,
invariably abandoned well before any examination of the substantive
issues could take place. The recent decision of the Grand Court in
In the Matter of Integra Group (Jones J, 20th August) is of
significant importance to all parties involved in mergers and
buyouts of Cayman Islands companies, affording the Courts the
opportunity for the first time to issue much-anticipated guidance
on the determination of "fair value" under section
As anticipated, the Court has relied heavily on the decisions of
both the Delaware and Canadian courts in comparable circumstances.
The circumstances surrounding the Integra merger were unusual as
described in detail below which has led to the Courts emphasising
that there is no one-size fits all approach and that each case must
be specifically examined on its own facts.
Barnaby Gowrie and Nick Dunne of Walkers represented Integra
Group ("Integra") in the proceeding.
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