Platinum Equity plans to end its pact with PPG Industries to buy PPG’s automotive glass bidness.  PPG press release here; WSJ article here.  Platinum feels so strongly about the justness of its position that it sued PPG in Manhattan to get a judicial declaration that it could walk away from the $500 million deal.

PPG begs to differ.  "While PPG does not comment on the specifics of litigation, the company stated that it intends to vigorously enforce its rights under its agreements with the Platinum group." 

Split infinitive notwithstanding, those sound like fighting words.

The EDGAR database doesn’t seem to have the agreement between Platinum and PPG, although the September 13 press release notes that it includes "customary" closing conditions.  And, as we’ve heard time and again this year, merger agreements — if not asset purchase agreements — customarily include a condition that no "Material Adverse Effect" has occurred.

Results of litigation over MAE clauses have, shall we say, varied — a win for a seller in Tennessee and a victory for a buyer with cold feet in Delaware.

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