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1
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OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
CALIFORNIA COMPLAINT DEFENDANTS COURT SUNRISE FACTS FORUM DEL FIDUCIARY DUTIES DISMISS PENDING SUPERIOR TRANSACTION SUPR DIRECTORS HUTCHISON LIABILITY SPECIAL COMMITTEE PLAINTIFF CASTLE COUNTY INDIVIDUAL DEFENDANTS STOCKHOLDERS CONVENIENS ANALYSIS ALLEGATIONS MURRAY INCORPORATION FINANCIAL ADVISORS VESTAR TRANSACTION FIDUCIARY DUTY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SUNRISE MEDICAL, INC. Consolidated C.A. No. 18438NC
SHAREHOLDER LITIGATION i
OPENING BRIEF IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS,
OR IN THE ALTERNATIVE, MOTION TO STAY
OF COUNSEL: Jesse A. Finkelstein
Peter B. Ladig
Peter H. Benzian RICHARDS, LAYTON & FINGER
Allison C. Rosenstock One Rodney Square
LATHAM & WATKINS Post Office Box 55 1
701 B Street, Suite 2100 Wilmington, Delaware 19899
San Diego, CA 92101 (302) 658-6541
(619) 236-1234
Attorneys for Defendants a
Attorneys for Defendants SUNRISE MEDICAL INC., M&&F H?
SUNRISE MEDICAL, INC., MURRAY H HUTCHISON, LEE A. AULT, II@&Il'@ ...?wl
HUTCHISON, LEE A. AULT, III, JOHN R WOODHULL, JOSEPH STEML&,
WOODHULL, JOSEPH STEMLER, WILLIAM L. PIERPOINT and M&IA% N: `:
WILLIAM L. PIERPOINT I3AMMES #-Y-l-.
-., -73
-". s
& :- F-&
>
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2
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS MEMBERS SUNRISE TRANSACTION OFTHE INVESTOR GROUP STOCKHOLDERS PROPOSED TRANSACTION OFFICER BREACH SHAREHOLDERS EXECUTIVE OFFICER FIDUCIARY DUTIES RELIEF DAMAGES UNFAIR COMMON COUNSEL BUSINESS ADJUDICATIONS GROWTH ASSETS HAMMES ACTS INTER ALIA PRIVATE PRICE COMMON STOCK SHARES |
1N THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
Plaintiff,
v.
SUNRISE MEDICAL, INC., MURRAY
H. HUTCHISON, LEE A. AULT, III,
MICHAEL N. HAMMES, WILLIAM
L. PIERPOINT, JOSEPH STEiMLER, and CLASS ACTION COMPLAINT
JOHN R. WOODHULL
Defendants.
PlamtifT, by his attorneys, allege upon personal knowledge as to their own acts and upon
information and belief as to all other matters, as follows:
NATURE OF THE ACTION
1. Plaintiff brings this action individually and as a class action on behalf of all
other than defendants, who own the securities of Sunrise Medical ("Sunrise" or the "Company") and
who are similarly situated (the "Class"), for injunctive and other relief Plaintiff seeks injunctive
rel.ief herein, inter alia, to enjoin the implementation of a transaction whereby Park Avenue Equity
Partners, `Jestar Capital Partners, among others would buy the Company. Sunrise shareholders will
receive $10.00 in cash per Sunrise share. Twenty-five to thirty senior executives of Sunrise,
its curreni: President and Chief Executive Officer, MIichael N. Hammes, are part ofthe
seeking to purchase the Company, and will control approximately 10% of the resulting private
company. Alternatively, in thl: event that the proposed transaction is implemented, plaintiff
recover damages caused by the breach of fiduciary duties owed by the defendants.
2. The offer is being advanced through unfair procedures and the consideration offered
is an unfair price, and does not reasonably reflect the true stockholder value for the public
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