西瑟絲的狂想

某財務公司Appppp透過手中的Hxxxxx去併購了另一家Hooooooo
但後來又發現該Hooooooo財務狀況不佳而宣告併購破局
哪知就在這最後一天，法院來了個通知
說買賣還是存在滴，以下是Hooooooo發布的公告
啊...辦公室要搬家了嗎?

Court Orders Hxxxxx to Take All Actions Necessary and
Proper to Consummate Merger
THE WOODLANDS, TX - Hooooooo Corporation (NYSE: Hoo)
today announced the decision of the Delaware Court of
Chancery to enter judgment in favor of Hooooooo
Corporation denying all declarations sought by Appppp
Management, L.P. and Hxxxxx Specialty Chemicals, Inc.
in their suit requesting that the Chancery Court excuse
Hxxxxx from its obligation to consummate the pending
transaction.

Appppp and Hxxxxx had alleged that Hooooooo was not
entitled to a $325 million break up fee and had suffered
a Material Adverse Effect since signing the Merger
Agreement and that a solvency certificate or opinion
could not be provided for the combined Hxxxxx
/Hooooooo entity at the closing. Both allegations were
soundly rejected by the Chancery Court.

The Chancery Court ordered Hxxxxx to specifically
perform its covenants under the Merger Agreement,
including the obligation to use its reasonable best
efforts to take all actions necessary and proper to
consummate the Merger in the most expeditious manner
practicable. The Court further ordered that if the
Closing has not occurred by October 1, the Merger
Agreement Termination Date shall be extended until the
Court determines that Hxxxxx has fully complied with the
Court’s order.

Commenting on Vice Chancellor Stttttt P. Lamb’s
decision, Peter R. Hooooooo, President and CEO of
Hooooooo Corporation, stated, “We are gratified that
Appppp’s allegations and tactics have failed to persuade
the Chancery Court. Hooooooo is a strong and dynamic
company – indeed a global leader in many of its
markets – and Appppp’s misguided attempt to use 2008’s
turbulent energy and financial markets to construct a
solvency issue where none existed has now been
exposed. We call on Hxxxxx to complete the remaining
actions required by the Merger Agreement in compliance
with the Court’s order and proceed to closing.”

In addition to denying the relief sought by Appppp and
Hxxxxx, the Chancery Court also found that Hxxxxx had
breached a number of obligations and covenants under
the Merger Agreement, and that such breaches were
knowing and intentional and directed by Appppp.

Jon M. Hooooooo, Founder and Chairman of Hooooooo
Corporation, added, “We have claimed all along that
Appppp would resort to any means necessary to break a
legal and binding contract. Appppp was dishonest and untruthful and
lost the case.”

Hooooooo continues to seek damages exceeding $3
billion in its Texas lawsuit against Appppp and its
partners Leee Blccc and Jossss Hrrrrr