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construed in light of such disclosure. The Court also found that Tyson re-affirmed thetransaction even after learning that the financial statements would be restated and thatsuch re-affirmation by Tyson was inconsistent with its with its later disavowal of thetransaction.Fraudulent InducementThe Court held that IBP did not fraudulently induce Tyson to enter into theConfidentiality Agreement or Merger Agreement. The Court found that IBP neverintended to mislead Tyson. The Court also held that IBP was not liable for negligent orinnocent misrepresentations. The court found that Tyson did not reasonably rely to itsdetriment on IBP’s projections as to IBP’s business even though IBP’s management hadexpressed confidence in the projections. Tyson had performed its own due diligence as tothe projections, and no representation or warranty in the Merger Agreement covered theprojections. Tyson’s own Cash Offer documents filed with the SEC noted a lack ofreliance on the projections. Furthermore, the Confidentiality Agreement contained aprovision that no written or oral information furnished to Tyson could be relied uponexcept to the extent contained in a subsequent written contract.The Court also found that IBP had not denied Tyson access to information duringthe due diligence process, and that the failure to provide Tyson with a copy of the SECcomment letter to IBP was not actionable because the comment letter contained noinformation as to which Tyson was not already aware.ConclusionThe Court ruled that “specific performance is the decisively preferable remedy forTyson’s breach, as it is the only method by which to adequately redress the harmthreatened to IBP and its stockholders.” Twelve days later, on June 27, 2001, the partiesannounced that the Delaware Chancery Court had approved their revised MergerAgreement. As in the original Merger Agreement, Tyson agreed to pay $30.00 in cashfor 50.1% of IBP’s common shares and the remaining IBP shares were to be convertedinto Tyson Class A common stock. On September 28, 2001, the transaction wasconsummated.3068470v1Appendix H – Page 12