8 Delaware Code § 253 permits a parent corporation owning at least 90% of the stock of a subsidiary to merge with that subsidiary, and to pay off in cash the minority shareholders. The consent of the minority shareholders is not required.
In accordance with 8 Delaware Code § 253, if a parent corporation holds at least 90% of the shares in a subsidiary, it can combine with the subsidiary and settle debts to minority shareholders through cash payments. Minority shareholder approval is not necessary.