Hollinger, Inc. v. Hollinger International

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IN THE SUPREME COURT OF THE STATE OF DELAWARE HOLLINGER, INC., A CANADIAN CORPORATION, AND 504468 N.B. INC., A NEW BRUNSWICK CORPORATION, Plaintiffs Below, Appellants, v. HOLLINGER INTERNATIONAL INC., A DELAWARE CORPORATION, Defendant Below, Appellee. § § § § § § § § § § § § § § § § No. 331, 2004 Court Below: Court of Chancery, in and for New Castle County, in C.A. No. 543-N. Submitted: July 29, 2004 Decided: July 29, 2004 Before STEELE, Chief Justice, HOLLAND and JACOBS, Justices. ORDER This 29th day of July, 2004, at approximately 11:00 p.m., it appears to the Court that: 1) The plaintiffs-below/appellants, Hollinger, Inc. and 504468 N.B. Inc., have applied to this Court for an order certifying an appeal from an interlocutory decision of the Court of Chancery entered on July 29, 2004. 2) On July 29, 2004, at approximately 5:30 p.m., the Court of Chancery refused the appellants Application to Certify an Interlocutory Appeal and also denied the appellants Motion for an Injunction Pending Appeal. 3) On July 29, 2004, at approximately 6:55 p.m., the appellants filed a Notice of Appeal from Interlocutory Order, Motion to Expedite, and Motion for Injunction Pending Appeal. 4) The appellants are appealing the Court of Chancery s interlocutory decision denying a Motion for Preliminary Injunction. 5) In the Court of Chancery, the appellants sought the injunction to prevent the closing of the $1.2 billion sale of Telegraph Group, Ltd., which is set to occur tomorrow, July 30, 2004 at 10:00 a.m. London, England time (4:00 a.m. EDT). 6) The appellee filed responses to the appellants application for certification and other motions on July 29, 2004 at approximately 8:10 p.m. 7) This Court has considered the Application to Certify an Interlocutory Appeal and other motions filed by the appellants. This Court has also considered the responses thereto that were filed by the appellee and the 92-page interlocutory opinion of the Court of Chancery dated July 29, 2004, which denied the appellants Motion for Preliminary Injunction. 2 8) The Court of Chancery determined that the appellants had not met their burden of establishing the probability of success on the merits of their claims that the appellants and all other shareholders of Hollinger International Inc. were entitled to vote on the sale of the Telegraph Group, Ltd., pursuant to §271 of the Delaware General Corporation Law or on equitable grounds. 9) Applications for interlocutory review are addressed to the sound discretion of this Court. This Court has conferred and, in the exercise of its discretion, it has concluded that the appellants application for interlocutory review should be refused. NOW, THEREFORE, IT IS HEREBY ORDERED, that the appellants Application to Certify an Interlocutory Appeal from the July 29, 2004, 92-page decision of the Court of Chancery is REFUSED. The Clerk is directed to issue the mandate of this Court immediately. BY THE COURT: s/ Randy J. Holland Justice 3

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