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P.M. BRIEFING : Shamrock Gives Up 8-Month Battle for Polaroid After Del. Court Acts

<i> From Times wire services </i>

The eight-month battle for Polaroid Corp. ended today when hostile bidder Shamrock Holdings Inc. gave up and agreed to sell its almost 7% stake to the instant photography giant.

Burbank-based Shamrock, a group controlled by investor Roy Disney, had pursued Polaroid insistently since July, recently sweetening its bid for the Cambridge, Mass.-based company to $2.95 billion, or $45 a share.

But Shamrock lost its last hopes of a takeover earlier today when the Delaware Supreme Court authorized Polaroid’s plan to repurchase 22% of its shares. In Delaware, where Polaroid is incorporated, a hostile bidder must acquire 85% of its target’s shares in order to merge with it.

Polaroid said the decision removes all impediments to its plan to buy back 16 million shares at $50 a share or a total cost of $1.1 billion.

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In fighting the plan, Shamrock Holdings had argued that the stock buyback would stymie its chances of winning a proxy fight to overthrow the Polaroid board because it would put too many shares in hands friendly to Polaroid management.


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