SLM Corp. (SLM) said Monday that it has filed a lawsuit in Delaware Chancery Court against the buyer group, which includes J.C. Flowers & Co., JPMorgan Chase and Bank of America. The lawsuit seeks, among other things, a declaration that the members of the buyer group have repudiated the merger agreement, that no Material Adverse Effect has occurred under the merger agreement, and that Sallie Mae may terminate the merger agreement and collect damages of $900 million.
On October 3, 2007, Sallie Mae notified the buyer group that all conditions to closing of the merger had been satisfied, and set November 5 as the closing date of the merger. In response, the buyer group sent a letter to Sallie Mae on October 8, asserting that the conditions to closing of the merger have not been satisfied because of, among other things, the alleged occurrence of a Material Adverse Effect under the terms of the merger agreement.
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