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1
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RULING OF THE COURT ON MOTION FOR PRELIMINARY INJUNCTION
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EXTRACTED KEY WORDS
DUTY COURT CHANCERY CYPRUS AMAX REASONABLENESS DELAWARE ASARCO CARE SUCCESS MERITS STRETCH MOTION WILMINGTON DODGE LEGAL EQUIVALENT WILLFUL OLINDNESS BLINDNESS BREACH MATERIAL INFORMATION UNOCAL CLAIM TERMINATION FEE BREAKING DESPITE PLAINTIFFS SHOWING PROBABILITY IRREPARABLE INJURY WILI INJUNCTION CHANCERY COURT REPORTERS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
I IN AND FOR NEW CASTLE COUNTY
PHELPS-DODGE-CORPORATION, :
et al.,
:
Plaintiffs,
:
vs. Civil Action'
: No. 17398
CYPRUS AMAX MINERALS
COMPANY, a Delaware :
corporation, et al.,
:
Defendants.
/ - - -
Chancery Courtroom No. 2
Herrmann Courthouse
Wilmington, Delaware
Monday, September 27, 1999
BEFORE: HON. WILLIAM B. CHANDLER, III, Chancellor.
RULING OF THE COURT ON PLAINTIFFS' MOTION
FOR PRELIMINARY INJUNCTION
CHANCERY COURT REPORTERS
135 Herrmann Courthouse
Wilmington, Delaware 13801
(302) 577-2447
1 demonstrate that there is a reasonable threat of
)
2 LrreparabKe injury should the injunction not be
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2
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AMENDED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
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EXTRACTED KEY WORDS
ASARCO PHELPS DODGE MERGER DIRECTORS MERGER AGREEMENT MCALLISTER PLAINTIFFS SHAREHOLDERS CYPRUS AMAX RIGHTS COMMON STOCK WARD DEFENDANTS FIDUCIARY DUTIES DELAWARE CORPORATION ACT STOCKHOLDERS PROVISIONS ALLEGATION SET TRANSACTION POISON PILL INJUNCTION CONSUMMATION ASARCO RIGHTS PLAN PREFERRED STOCK TERMINATION FEE CAV CORPORATION AAV CORPORATION NON-PREMIUM PROPOSED MERGER OUTSTANDING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
PHELPS DODGE CORPORATION, >
a New York corporation, CAV >
CORPORATION, a Delaware corporation )
and AAV CORPORATION, a Delaware >
corporation, >)
Plaintiffs, >>
V. ) C.A. No. 17398
>
CYPRUS AMAX MINERALS COMPANY, )
a Delaware corporation, Milton H. Ward, 1
Linda G. Alvarado, George S. Ansell, Rockwell )
A. Schnabel, Thomas V. Falkie, Ann Maynard )
Gray, Theodore M. Solso, John H. Stookey, )
Billie B. Turner, ASARCO INCORPORATED, )
a New Jersey corporation, Francis R. >
McAllister, Richard de J. Osborne, Vincent A. )
Calarco, John D. Ong, Kevin R. Morano, >
Michael T. Nelligan, Manuel T. Pacheco, >
James Wood, James C. Cotting, David C. >
Garfield and James Kinnear, )>
Defendants. )
AMENDED COMPLAINT FOR
DECLARATORY AND INJUNCTIVE RELIEF
Plaintiffs Phelps Dodge Corporation, CAV Corporation and AAV
(collectively, "Phelps Dodge"), by and through their undersigned attorneys, upon
themselves and their own acts and upon information and belief as to all other matters,
follows:
NATURE OF THE ACTION
1. On July 15,1999, ASARCO Incorporated ("ASARCO") and Cyprus Amax
Minerals Company ("Cyprus Amax") announced a non-premium proposed merger (the "ASARCO
RLFI-2049004-2
1-i-1;
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3
.
COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
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EXTRACTED KEY WORDS
ASARCO MERGER PHELPS DODGE PROPOSALS MERGER AGREEMENT DIRECTORS SHAREHOLDERS STOCKHOLDERS VOTE TRANSACTION DEFENDANTS WARD STOCK SUPERIOR MARKET FIDUCIARY DUTIES RIGHTS AGREEMENT PLAINTIFFS TERMINATE COMMON STOCK ACQUISITION PROVISIONS ALLEGATION SET MCALLISTER EXECUTIVE OFFICER INJUNCTION AMAX MINERALS COMPANY NON-PREMIUM PROPOSED MERGER TERMINATION FEE |
j , / 5.: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
!l `L
i"l
IN AND FOR NEW CASTLE COUNTY
PHELPS DODGE; CORPORATION, >
a New York corporation and >
CAV CORPORATION, a Delaware >
corporation, >>
Plaintiff, )
V.
>
CYPRUS AMAX MINERALS >
COMPANY, a Delaware corporation, 1 COMPLAINT FOR DECLARATORY
Milton H. Ward, Linda G. Alvarado, > AND INJUNCTIVE RELIEF
George S. Ansell, Rockwell A. Schnabel, )
Thomas V. Falkie, Ann Maynard Gray, )
Theodore M. Solso, John H. Stookey, >
Billie B. Turner and >
ASARCO INCORPORATED, a >
New Jersey corporation, >>
Defendants. )
Plaintiffs Phelps Dodge Corporation and CAV Corporation
Dodge"), by and through their undersigned attorneys, upon knowledge as to themselves
own acts and upon information and belief as to all other matters, allege as follows:
NATUIRJX OF THE ACTION
1. On July 15, 1999, ASARCO Incorporated ("ASARCO") and Cyprus
Amax Minerals Company ("Cyprus Amax") announced a non-premium proposed merger (the
"ASARCO Cyprus Merger"). Their merger agreement (the "Merger Agreement") - which was
not publicly disclosed until August 20, more than a month after the announcement - is
It purports to prohibit directors of a Delaware corporation from receiving, gathering,
ex.changing information concerning any merger or acquisition proposal by Phelps Dodge
RLFI-2049004-1
other interested party) until the stockholders of both companies vote on the ASARCO Cyprus
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