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In 1954, Charles Nemanick acquired an interest in Old
Lorvic, and assumed managerial responsibilities. At some point,
Charles Nemanick and family members acquired a controlling
interest in the company. In 1979, Old Lorvic acquired
Scientific Associates, Inc. (SAI), a contract testing laboratory
in St. Louis, Missouri, which had been providing a certain amount
of services to Old Lorvic. SAI was thereafter operated as a
separate stand-alone business.
In March 1985, R.P. Scherer Corp. (Scherer), an
international developer of drug delivery systems and the world's
largest producer of softgels for the pharmaceutical and
nutritional supplements industries, acquired Old Lorvic. After
the acquisition, Old Lorvic continued to operate, in practice, as
an autonomous business. At the time of purchase, Scherer was
diversifying in order to expand its domestic earnings base. In
the foregoing transaction, Scherer paid approximately $5.8
million for the outstanding stock of Old Lorvic. Scherer,
however, did not prepare a valuation of the assets it had
acquired through Old Lorvic.
The Stock Purchase Agreement (1985 Agreement) incorporated a
covenant not to compete from Charles Nemanick and his son,
Richard S. Nemanick (Richard Nemanick). Specifically, Article
XIV of the 1985 Agreement declared:
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Last modified: May 25, 2011