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CORPORATE TRANSACTIONS
Kaanapali Land, LLC
On May 10, 2007, Chimicles & Tikellis LLP filed a Complaint in the Court of Chancery of the State of Delaware against Kaanapali Land LLC (“Kaanapali Land” or “Company”) and certain of its affiliates. Kaanapali Land is a Delaware Limited Liability Company (“LLC”) headquartered in Chicago, Illinois, and its operations, which are situated in the State of Hawaii, primarily include the ownership and development of land for sale and the management and operation of the Waikele Golf Course. The Company has two classes of membership interests, Class A Shares (publicly held and represent approximately 8.897% of the total outstanding membership interests) and Class B Shares (held by affiliates of Kaanapali Land and represent approximately 91.013% of the total outstanding membership interests). The Complaint was filed by a holder of Class A Shares on behalf of all public holders of Class A Shares.
On April 6, 2007, Defendants entered into a Plan and Agreement of Merger (“Merger Agreement”) whereby certain Defendants, who constitute the Company’s Manager and controlling member, are taking the Company private by involuntarily cashing-out the Class A Shares for $43.25 per share (“Merger”). The Complaint alleges that the Merger is an unfair, self-dealing transaction that is being forced upon the holders of the Class A Shares without their vote or appraisal rights. The Complaint alleges that the squeeze-out of the Class A Shares constitutes a breach of fiduciary duty by Defendants and does not meet the entire fairness standard of fair dealing or fair price. Further, the Complaint alleges that the unfair disparate treatment of the Class A Shares in the squeeze-out constitutes a breach of the protections provided to the Class A Shares under the Company’s Amended and Restate Limited Liability Company Agreement, dated November 14, 2003 (“Operating Agreement”).
On May 14, 2007, Chimicles & Tikellis LLP filed a Motion for Expedited Proceedings, seeking the entry of an Order granted expedited discovery and scheduling a hearing for Plaintiffs to be heard as soon as practicable on a motion for preliminary injunctive relief to enjoin the involuntary squeeze-out of the holders of Class A Shares of Kaanapali Land pending a final determination by the Court on Plaintiffs’ claims.
If you wish to discuss the Complaint or Action further, please contact:
Nicholas E. Chimicles
Kimberly M. Donaldson (KimDonaldson@chimicles.com)
CHIMICLES & TIKELLIS LLP
361 West Lancaster Avenue
Haverford, PA 19041
Telephone: 610-642-8500
Toll Free: 866-399-2487
Robert J. Kriner, Jr. (rjk@chimicles.com)
A. Zachary Naylor (zn@chimicles.com)
CHIMICLES & TIKELLIS LLP
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
Telephone: (302) 656-2500
Toll Free: 866-399-2487
Fax: (302) 656-9053
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