Court of Chancery of Delaware October 5, 2010, Civil Action 5780-VCP (In Re Cogent, Inc. Shareholder Litigation)

OPINION

PARSONS, Vice Chancellor.

This matter involves a stockholder challenge to a two-step acquisition in which a third-party acquirer has agreed to commence a tender offer for the target corporation’s stock to be followed by a back-end merger at the same tender -offer price.