MacAndrews & Forbes Group (MAF) and Technicolor agreed that MAF would acquire Technicolor in a two-step acquisition. The first step was an all-cash tender offer of $23 per share for all of Technicolor’s outstanding shares. If not all of Technicolor’s shareholders tendered their shares to MAF, the second step was a merger of MAF and Technicolor, by which all remaining Technicolor shareholders would receive $23 per share and Technicolor would merge with MAF. After MAF had acquired 82 percent of Technicolor’s shares under the first step of the acquisition, as the controlling shareholder, MAF began looking for buyers for Technicolor’s less profitable divisions. 

After Technicolor’s shareholders approved the second step, a Technicolor shareholder dissented from the merger and sought to have the court appraise its shares under its statutory dissenters’ rights. Specifically, the dissenter argued that the court should value Technicolor with regard to the strategies that had been conceived and implemented by MAF as of the merger date. Technicolor argued that the court should consider the value of the shares only as Technicolor existed prior to the discussion of the two-step acquisition (with its less profitable divisions included). Should the appraisal of the Technicolor shares include the value added by the merger plan? Explain.