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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CEDE & CO. and CINERAMA, INC., Petitioners, v. TECHNICOLOR, INC., Respondent. ) ) ) ) ) ) ) ) ) )

Civil Action No. 7129

MEMORANDUM OPINION Submitted: July 11, 2003 Decided: December 31, 2003 Revised: July 9, 2004 Robert K. Payson, Arthur L. Dent, and Catherine A. Strickler, of POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; OF COUNSEL: Gary J. Greenberg, New York, New York, Attorneys for Petitioners. Thomas J. Allingham II, Edward B. Micheletti, James A. Whitney, and T. Victor Clark, of SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, Wilmington, Delaware, Attorneys for Respondent.

CHANDLER, Chancellor

This case involves the appraisal of 201,200 shares of respondent Technicolor, Inc. owned by petitioner Cinerama, Inc. The litigation began in 1983. There have been five remands by the Supreme Court and two appraisal trials before two different trial judges. The second appraisal trial was completed in May 2003. This is the Court's decision, following the May 2003 trial and post-trial briefing. For the reasons that follow, I conclude that the per share going concern value of Technicolor at the time of the merger, taking into account the implementation of the so-called Perelman plan, is $21.98 per share. Petitioner is entitled to $21.98 per share, or $4,422,376. In addition, petitioner is entitled to pre-judgment interest of 10.32% from January 24, 1983 to August 2, 1991. Finally, I award post-judgment interest of simple interest (on the principal amount only) at the statutory legal rate of 7.0 percent, from August 3, 1991 until the date the judgment is paid. I. PROCEDURAL AND FACTUAL BACKGROUND Only a brief review of the facts will be given since the history of this action is thoroughly recorded in the annals of Chancery litigation. In the early 1980s, MacAndrews and Forbes Group, Inc. ("MAF"), through a wholly-owned subsidiary, sought to purchase Technicolor. On December 31, 1982, MAF closed 1

a public cash tender offer at $23.00 per share for up to all of the Technicolor common stock. All but 17.81% of the outstanding stock was tendered. Next, on January 24, 1983, a cash-out merger occurred, converting all common stock not owned by MAF into the right to receive $23.00 in cash. Petitioner Cinerama, Inc., a beneficial shareholder that owned 201,200 Technicolor shares through its nominee, Cede & Co., dissented from the merger and sought judicial appraisal of its stock under 8 Del. C.

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