Howard L. Terry and W. H. Hunt v. The Penn Central Corporation and Colt Industries Inc

OPINION OF THE COURT

ADAMS, Circuit Judge.

The Penn Central Corporation (“Penn Central”), an appellee in this case, has sought to acquire Colt Industries Inc. (“Colt”), also an appellee, by merging Colt with PCC Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of Penn Central. Howard L. Terry and W. H. Hunt, the appellants, are shareholders of Penn Central who objected to the transaction. In a diversity action before the United States District Court for the Eastern District of Pennsylvania, appellants sought injunctive and declaratory relief to enforce voting and dissenters’ rights to…