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...... The purpose of the law suit was to prevent Paramount from completing the Viacom deal and lift the hurdles Paramount had placed in QVCs way: the poison pill, the stock option, and the termination fee. After the decision of the Delaware Chancery Court that blocked the acquisition of Paramount by Viacom, and the ruling by the Delaware Supreme Court that said that they must seek the best value available to shareholders, they didnt seem to have much choice but to do what they did with proceeding with an auction. The Supreme Courts decision required Paramount to abandon the deal with Viacom and start over. The court did not though instruct the board on how to go about the sale. An auction would give them the opportunity to consider QVCs bid as the court had said they had to do. Paramount finally realized that they could no longer favor Viacom in a deal. A situation that had started out as a friendly takeover bid had sure bloomed into a very ugly situation and this was seen as a graceful solution to a very political problem
The auction called for any interested bidder to structure its bid as a tender offer

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