IN THE SUPREME COURT OF THE STATE OF DELAWARE

DOLE FOOD COMPANY, INC.,
No. 5 8, 20 l 5
Respondent Beiow-
Appellant,

V.

NIERION CAPITAL LP, MERION

CAPITAL 11, LP, MAGNETAR Court Beloww—Court of Chancery

CAPITAL MASTER FUND LTD, of the State of Delaware,
MAGNETAR GLOBAL EVENT Consol. CA. No. 9079
DRIVEN MASTER FUND LTD,

SPECTRUM OPPORTUNITIES

MASTER FUND LTD, BLACKWELL
PARTNERS LLC, HUDSON BAY
MASTER FUND LTD, HUDSON
BAY MERGER ARBITRAGE
OPPORTUNITIES MASTER FUND
LTD, and RIPE HOLDINGS LLC,

Petitioners Below—
Appellees.

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Submitted: February 16, 2015
Decided: February IV, 2015

Before STRINE, Chief Justice, VALIHURA, and VAUGHN, Justices.

ORDER

This / 44““ day of February 2015, upon consideration of the
notice of interlocutory appeal, the motion for stay, and the motion to

expedite, it appears to the Court that:

(1) The respondent~appellant, Dole Food Company, Inc. (“Dole”),
has petitioned this Court, under Supreme Court Rule 42, to accept an appeal
from an interlocutory order of the Court of Chancery, dated January 21,
2015, denying Dole’s motion for summary judgment in the pending
appraisal action ﬁled under 8 Del. C. § 262. Dole sought a determination
that petitioners, Hudson Bay Master Fund Ltd., Hudson Bay Merger
Arbitrage Opportunities Master Fund Ltd., and Ripe Hoidings LLC
(“Certain Petitioners”), as beneﬁcial owners of Dole stock, must show that
the beneﬁcial owners from whom they acquired their shares did not vote in
favor of the challenged take-private merger of Dole by its majority
stockholder, David Murdock.

(2) Dole ﬁled its application for certiﬁcation to take an
interlocutory appeal in the Court of Chancery on January 30, 2015. The
Court of Chancery denied the certiﬁcation application on February 13, 2015
because, among other reasons, even if Dole were correct about the need to
“vote trace” Certain Petitioners’ shares, not all of the shares in the appraisal
class were subject to Dole’s vote-tracing claim. Therefore, interlocutory
review of the Court of Chancery’s summary judgment ruling as to Certain

Petitioner’s shares would not obviate the need for an appraisal action.

(3) Appiications for interlocutory review are addressed to the
sound discretion of this Court and are granted only in exceptional
circumstances. In the exercise of its discretion, this Court has concluded
that the application for interlocutory review does not meet the requirements
of Supreme Court Rule 42(b) and should be refused.

NOW, THEREFORE, IT IS HEREBY ORDERED that the within
interlocutory appeal is REFUSED. The motion to expedite and the motion

to stay pending appeal are both MOOT.

BY THE COURT:

Justice

