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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT STIPULATION MEMBERS PLAINTIFF PARTIES DIRECTORS SCHEDULING DETERMINATION ADEQUATE ATTORNEYS COUNSEL HEREBY LAW COMMON REPRESENTATIVES SUCCESSORS CONNECTION INVESTMENT ADVISORS DISCLOSURES CHANCERY JUDGEMENT PURSUANT THEREIN ACCORDANCE MATTER PREJUDICE DELAWARE OPPORTUMTY DEFENDANT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH SIEGMAN,
Plaintiff,
V. 1 C.A. No. 18475-.NC : ,
BERINGER WINE ESTATES i
HOLDINGS, INC., .,,
D e f e n d a n t . )
ORDER AND FINAL JUDGMENT
The Stipulation of Settlement, filed February 5, 2001 (the "Stipulation"), of
the above captioned action (the "Action"), having been presented at the Settlement
Hearing on April 3, 2001, pursuant to the Scheduling Ordier for Approval of
Settlement of Class Action entered herein on February 13, 2001 (the "Scheduling
Order"), which Stipulation was joined and consented to by all parties to the Action
and which (along ,with the defined terms therein) is incorporated herein by
reference; and the Court having determined -that notice of said hearing was given
in accordance with .the Scheduling Order to members of the Class as certified by
the Court in the Scheduling Order and that said notice was adequate and
sufficient; and the parties having appeared by their attorneys of record; and the
attorneys for the respective parties having been heard in support of the
Stipulation and the settlement of the Action provided therein (the "Settlement"),
and an opportumty to be heard having been given to all other persons desiring to
be heard as provided in the notice; and the entire matter of the Settlement having
been considered by t.he Court;
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND PETITION FOR AWARD OF ATTORNEYS FEES
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EXTRACTED KEY WORDS
FEE PLAINTIFF SETTLEMENT BERINGER COUNSEL DEL AWARD EXPENSES DISCLOSURE ATTORNEYS MERGER DELAWARE STOCKHOLDERS PETITION NATURE CHANCERY COURT RULE WATKINS ARTHUR FIRST NATIONAL PLAZA MERGER CONSIDERATION REASONABL REPRESENTATION CHANCERY COURT BERINGER WINE HOLDINGS KING STREET WILMINGTON PROCEEDING COMMON STOCK CERTIFICATION |
IN THE COURT OF CHANCE:RY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH SIEGMAN, > -.r )
Plainti:Ff, i -.-
-;`__.
V. ; C.A. :No. 18475NC : -"i ,c,
BERINGER WINE ESTATES i
HOLDINGS, INC.,
i
D e f e n d a n t . )
PLAINTIFF'S BRIEF IN SUPPORT OF (1) THE P:ROPOSED
SETTLEMENT AND (2) PLAINTIFF'S COUNSELS' PETITION
FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES
PRICKET, JONES & ELLIOTT
Ronald A. Brown Jr.
1310 King Street
Wilmington, Delaware 1.9801
(302) 888-6500
Attorneys for Plaintiff
OF COUNSEL:
SUSMAN & WATKINS
Arthur T. Susma.n
Charles R. Watkins
Two First National Plaza
Suite 600
Chicago, Illinois 60603
(312) 346-3466
Dated: March 23, 2001
TAIBLEOFCONTENTS
PaR.e
NATURE AND STAGE OF THE PROCEEDINGS . ..) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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3
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STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
STIPULATION SETTLEMENT COURT PLAINTIFF MERGER DEFENDANT PARTIES ATTORNEYS TENDER CHANCERY REPRESENTATIVES ADVISORS STOCKHOLDERS BORDEAUX BERINGER WINE ESTATES STRATEGIC TRANSACTIONS SUBSIDIARIES SHARES PURSUANT EXPENSES DELAWARE COMMON STOCK APPRAISAL RIGHTS CONNECTION WINE ESTATES HOLDINGS SUCCESSORS PROVISIONS PERFECT APPRAISAL RIGHTS EVIDENCE |
IN THE COURT OF CHANCERY OF THE STA.TE OF DELAWA3.E &
7`,
IN AND FOR NEW CASTLE COUNTY I'll 7,
-r. -71
L LL
<, . ..>a
cr>c . .
:`-: r! /
- .,- cl>
. ./
--c c ;
JOSEPH SIEGMAN,
i
Plaintiff,
I
V. ) Civil Action No. 18475-NC
1
BERINGER WINE ESTATES
HOLDINGS, INC., I
Defendant.
STIPULATION OF SETTLEME
The parties to the above captioned action, by and through their
undersigned attorneys, have entered into the following Stipulation of
Settlement (the "Stipulation") subject to the approval of the Court of Chancery
of the State of Delaware in and for New Castle County (the "Court of
Chancery") :
A. Beringer Wine Estates Holdings, Inc. ("Beringer") is a leading
producer of California table wines and was, until the tender offer and merger
described herein, a publicly-traded company.
B. Beginning in December 1999, representatives of Foster's
Brewing Group Limited ("Foster's") held discussions with representatives of
Beringer concerning various alternatives for strategic transactions between the
companies, including a possible strategic alliance or a merger between Beringer
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
MERGER BERINGER PLAINTIFF DISCLOSURE BORDEAUX FACTS TENDER MATERIALITV STOCK CONNECTION REASONS SHARES COMMON MEMBERS MINORITY STOCKHOLDERS FIDUCIARY DUTY COURT MERGER PRICE FINANCIAL STATEMENTS BREACH DEFENDANT COUNSEL AWARD PLAINTIFF CHANCERY COURT RULE DELAWARE DETERMINATION SHORT-FORM LIABILITIES ALLEGATIONS |
-`+ T-- `!`Tr r ;,!`r F
> i n
I
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH SIEGMAN,
Plaintiff, )
V.
BERINGER WINE ESTATES
HOLDINGS, INC.,
;
D e f e n d a n t . )
C:LASS ACTION COMPLAINT
Pla.intiff, by his attorneys, for his complaint alleges as follows:
NATURE 0:F CASE
1. This action challenges the lack of disclosure made to the former
stockholders of Beringer W:ine Estates Holdings, Inc. ("Beringer" or the "Company") in
connection with a second-step merger pursuant to which. Foster's Brewing Group
Limited ("Foster's"), through a merger of Bordeaux Acquisition Corp. ("Bordeaux") into
Beringer, acquired the 5% of Beringer that it did not already own (the "Merger").
Plaintiff and Beringer's other public stockholders prior to the Merger were entitled to
disclosure of all facts that were material to a reasonable stockholder's determination
of ,whether to demand appraisal in connection with the Merger. That disclosure was
no.t made to them.
2. The Company's minority stockholders were essentially forced sellers who
had to decide whether to accept the $55.`75 per share merger price or demand
1761 I 1\124866vl
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