Delaware Supreme Court Rejects Investor's Books and Records Access Appeal – City of Westland Police & Fire Retirement Sys. v. Axcelis Tech., Inc.


On August 11, 2010, the Delaware Supreme Court, in City of Westland Police & Fire Retirement Sys. v. Axcelis Tech., Inc., Del., No. 594, 2009, affirmed the Delaware Court of Chancery's dismissal of a stockholder's lawsuit brought under 8 Del. C. § 220 to compel Axcelis Technologies, Inc. ("Axcelis") to provide access to its books and records to a plaintiff stockholder after Axcelis' board rejected a $630 million merger offer from Sumitomo Heavy Industries, Ltd. ("SHI").

The SHI Merger Offer.

In 1983, Axcelis and SHI entered into a joint venture relationship, pursuant to which the joint venture would develop, manufacture and sell semiconductor equipment and would license technology from Axcelis. In February 2008, SHI offered to acquire Axcelis for $5.20 per share (a premium of nearly $1.00 over the prior closing price). The Axcelis board rejected SHI's proposal and concluded that the SHI bid did not reflect Axcelis' true worth.

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