Page 467

278 A.2d 467

        Appeal from the Court of Chancery in and for New Castle County.

        C. Waggaman Berl, Jr., of Booker, Leshem, Green, Shaffer & Berl, H. James Conaway, Jr., and Jack Jacobs, of Young, Conaway, Stargatt & Taylor, Wilmington, and Willson, Cunningham & McClellan, St. Louis, Mo., for appellants.

        Edmund N. Carpenter, II, and Charles F. Richards, Jr., of Richards, Layton & Finger, Wilmington, for appellees.

        WOLCOTT, C.J., and CAREY and HERRMANN, JJ., sitting.

        PER CURIAM.

        This is an appeal from the denial of the enjoining of the merger of Chicago Aerial Industries, Inc. (CAI) into Bourns/CAI, Inc. Appellants are minority shareholders of CAI. The merger involved a share-for-share exchange of Bourns/CAI, Inc. common stock for the common stock of CAI. Appellants sought to enjoin the merger on the ground that the exchange ratio is unfair. This is the sole issue raised in this appeal.

        The issue raised by appellants is purely one of fact. The Vice Chancellor, in an exhaustive opinion, Bastian v. Bourns, Inc., Del.Ch., 256 A.2d 680, determined the issue of fairness. We have reviewed the record and find sufficient evidence to support the conclusions of the Vice Chancellor on the facts.

        The judgment is affirmed on the opinion below.