Bouchard Approves Shawe's $770M Purchase of TransPerfect
The Delaware Court of Chancery has approved Philip R. Shawe's more than $780 million offer to purchase TransPerfect Global Inc. from his erstwhile business partner Elizabeth Elting, bringing more than three years of fierce litigation to the verge of its final resolution.
February 15, 2018 at 12:54 PM
5 minute read
Phil Shawe.
The Delaware Court of Chancery has approved the $770 million sale of TransPerfect Global Inc. to co-founder and CEO Philip R. Shawe, rejecting a bid from his rival to unravel the deal and bringing nearly four years of fierce litigation to the verge of its final resolution.
In a 70-page memorandum opinion, Chancellor Andre G. Bouchard on Thursday accepted a court-appointed custodian's recommendation that Shawe acquire all of Elizabeth Elting's shares in a company the pair launched from a college dorm room in 1992. The ruling gives Shawe full control over the translation-services firm and finally breaks the corporate deadlock that led Elting to petition for TransPerfect's breakup in 2014.
Bouchard said that Shawe's offer satisfied the court's dual mandate of maximizing TransPerfect's value while also preserving the company as a going concern.
“With that result having been achieved, the court's fervent hope is that Elting will accept the result of the business divorce she sought almost four years ago, and that the litigation this dispute has spawned will come to an end so that all concerned can move on with their lives,” Bouchard said.
According to Bouchard's opinion, Elting is expected to receive $287 million in net proceeds after taxes in the deal, struck in November between Shawe and Robert B. Pincus, the custodian responsible for overseeing the company's forced sale. The agreement stipulates that PRS Capital, a New York limited liability company owned by Shawe, will purchase Elting's 50 percent stake for $385 million cash, Bouchard said.
Elting objected to the sale agreement in December, arguing that Shawe's unrelenting public assault on the sale process had compromised Pincus' impartiality and led the custodian to leave a better offer on the table. Last month, her attorneys asked Bouchard during a marathon hearing to invalidate the deal and force Pincus to negotiate directly with H.I.G. Middle Market, a third-party bidder and TransPerfect's leading competitor.
Bouchard, however, said there was no merit to claims that Pincus had abused his discretion in accepting Shawe's offer, and he noted the irony in Elting's opposition to the result of an auction that she had requested in the first place.
“The undercurrent of her opposition reflects an apparent, deep-seated frustration with the fact that the winner of the auction was Shawe—who Elting has battled for years and who seems to engage in litigation as a way of life,” Bouchard said.
“But Shawe also is the person Elting chose to go into business with when she formed the company and, as much as Elting might wish it were otherwise, Shawe was a core part of TransPerfect's operative reality when Elting asked that the company be sold.”
Shawe, through a spokesman, said the ruling was in the best interest of the company, its employees and customers.
“I look forward to putting the uncertainty of litigation behind us, and to working with our existing management team to continue the unparalleled track record of growth and profitability TransPerfect has enjoyed for over 25 years,” he said in a statement.
Under the terms of a 2016 sale order, Elting has the option to appeal Bouchard's ruling to the Delaware Supreme Court. Attorneys for Elting did not return calls Thursday seeking comment on the ruling or her plans for a possible appeal.
The fight for control of TransPerfect exposed deep personal rifts between the company's co-founders, which set the stage for bitter litigation. Both Shawe and Elting filed ancillary lawsuits accusing one another of various forms of wrongdoing, and Shawe often jumped at the chance to attack his opponent, and the court, in the media.
In 2016, Bouchard imposed $7.1 million in sanctions—the highest amount the chancellor said he could remember granting—against Shawe for “egregious misconduct” and repeatedly lying throughout the litigation. Shawe has since challenged Bouchard's integrity in public, and filed more than a dozen lawsuits, which the custodian characterized as an “orchestrated campaign” to undermine the sale process.
In court filings, Elting cited an email from Pincus, a partner with Skadden, Arps, Slate, Meagher & Flom, calling Shawe the “most dishonest and dishonorable” person he had ever met.
Elting blamed Shawe's behavior for depressing TransPerfect's sale price by $200 million. She also accused Shawe of organizing the departure of senior employees during the sale process and launching a “phishing” attack against the company—allegations which she later abandoned.
In objecting to the sale, Elting argued that Pincus improperly focused on Shawe's offer late in the process, ignoring a higher price from H.I.G. after the bidding had closed.
But Bouchard said Pincus' decision to engage Shawe in mid-November had likely driven up the value of TransPerfect's shares. Though H.I.G.'s unsolicited bid would have garnered Elting an additional $7.5 million in after-tax net proceeds, the offer would have been more difficult to close and could have threatened the job security of TransPerfect's employees, he said.
“No sale process is perfect, and this one certainly presented challenges,” Bouchard wrote. “Nonetheless, in my judgment, the custodian deftly and firmly handled a challenging assignment to create a competitive dynamic that maximized the value of Elting's shares while simultaneously preserving the company as a going concern to the fullest extent possible, consistent with his dual mandate.”
An attorney for Pincus did not respond to a message Thursday requesting comment.
The case is captioned In re: TransPerfect Global.
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