Omnicare, Inc. v. NCS Healthcare, Inc.

HOLLAND, Justice,

for the majority:

NCS Healthcare, Inc. (“NCS”), a Delaware corporation, was the object of competing acquisition bids, one by Genesis Health Ventures, Inc. (“Genesis”), a Pennsylvania corporation, and the other by Om-nicare, Inc. (“Omnicare”), a Delaware corporation. The proceedings before this Court were expedited due to exigent circumstances, including the pendency of the stockholders’ meeting to consider the NCS/Genesis merger agreement. The determinations of this Court were set forth in a summary manner following oral argument to provide clarity and certainty to the parties…