Opinion
December 17, 1992
Appeal from the Supreme Court, New York County (Diane Lebedeff, J.).
In a valuation proceeding growing out of a two-step merger (see generally, Alpert v 28 Williams St. Corp., 63 N.Y.2d 557), we agree with the IAS Court that respondents received reasonable notice that the acquisition debt would be borne by the target corporation, and, taking into account other relevant facts and circumstances, especially the market value of the shares on the valuation date (see, Matter of Endicott Johnson Corp. v Bade, 37 N.Y.2d 585, 587-588), we find no reason to disturb the IAS Court's valuation of $19.75. We modify because the dissenting shareholders, who were expressly found to have acted in good faith, should have been awarded interest on the unpaid value of their shares (see, Matter of Dimmock v Reichhold Chems., 75 A.D.2d 870, 871).
We have considered the remaining arguments, and find them to be without merit.
Concur — Milonas, J.P., Ellerin, Kupferman, Ross and Rubin, JJ.