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updated 11:16, Tue November 06, 2007

Dispute Over Sallie Mae Buyout Set to Go to Trial in July

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WILMINGTON, Del. (AP) -- A judge Monday set a tentative July trial date in the dispute between Sallie Mae and an investor group seeking to terminate its proposed $25 billion buyout of the student lender.

Vice Chancellor Leo Strine Jr. said the trial date could be pushed back if Sallie Mae wants a preliminary ruling on whether legislation enacted after it agreed in April to be bought out represents a material adverse effect, nullifying the deal.

The investors, led by private-equity firm J.C. Flowers & Co., argue that student-loan legislation recently signed by President Bush, along with weaker economic conditions, have had a significant negative impact on Sallie Mae that justifies nullifying the deal and making the original $60 per share buyout price unacceptable. The investor group, which includes Bank of America Corp. and JPMorgan Chase & Co., briefly offered to pay $50 a share in cash, plus other incentives, but that proposal expired on Oct. 9.

SLM Corp., better known as Sallie Mae, has pressed for an expedited trial to force the investor group either to complete the deal at the original $60-a-share cash price or pay a $900 million breakup fee.

Reston, Va.-based Sallie Mae also has argued that the conditions of the buyout agreement, and statements made by the investor group, have hampered its ability to conduct business and to entertain expressions of interest from other potential suitors.

Sallie Mae attorney Stephen Susman told Strine that the buyout group's actions amount to "business slander."

"We need a trial to vindicate, to say 'that's not right,'" he told Strine.

Susman asked Strine for a trial in early spring, while the defendants requested a trial later next year.

"Nine months for $900 million is a fair schedule," said Marc Wolinsky, an attorney representing the buyout group.

Wolinsky told Strine that preparing for trial would require significant amounts of document production and depositions of several witnesses.

"There's a lot of facts for us to gather; there's a lot of money at stake," he said.

Susman argued that the plaintiffs could provide the defendants with the documents that they have requested by the end of this month.

"They should certainly be able to do the same thing," he said.

While appreciating the need to resolve the dispute, Strine said he doubted that the case could be settled as quickly as Susman suggested. He set a tentative trial date of July 14.

"I understand the need to get this done at some point, but there is going to be a lot of documents," the judge said.

Shares of Sallie Mae fell $1.62, or 3.6 percent, to $43.28 Monday.

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