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1
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DERIVATIVE COMPLAINT
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EXTRACTED KEY WORDS
INTERMEDIA DEFENDANT WORLDCORN SHAREHOLDERS STOCK DIRECTORS SALE LOYALTY SPECIAL COMMITTEE MERGER CONTROLS CORPORATE OPPORTUNITY FIDUCIARY DUTY DELAWARE PLAINTIFF WAIVER OFFICER MINORITY TRANSACTION SUFFER BREACH RECOMMENDATION CONFLICT DIVIDED LOYALTIES APPROVING EXECUTIVE OFFICER BUSINESS OUTSTANDING SHARES ACQUISITION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
"""""""""""""Y""""""""""""""""""""""""""""--------------------x
CRANDON CAPITAL PARTNERS, :
Derivatively And On Behalf :
Of Digex, Inc., :
Plaintiff, :: i `
.
V. : _i
: -
DAVID C. RUBERG, PHILIP A. CAMPBELL : I
JOHN C. BAKER, GEORGE F. KNAPP, :
MARK K. SHULL, ROBERT M.
MANNING, and INTERMEDIA :
COMMUNICATIONS, INC., :
Defendants. ::
and ::
DIGEX, INC., ::
Nominal Defendant.
""""""""""""""""""""_________I__________"""""""""" """"""""""""X
DERIVATIVE COMPLAINT
Plaintiff, by its attorneys, alleges upon personal knowledge as to their own acts
upon information and belief as to all other matters, as follows:
1. Plaintiff brings this action derivatively on behalf of Digex, Inc.
or the "Company") for injunctive and other relief. Plaintiff seeks injunctive relief herein, &
a&, to enjoin the implementation of a transaction whereby WorldCorn Inc. ("WorldCorn") has
agreed to buy defendant Intermedia Communications, Inc. ("Intermedia"), the 54% owner of
Digex, for approximately $6 billion in stock and debt in order to gain control of Digex and to
enjoin the agreement to waive Section 203 of Delaware General Corporation Law. Intermedia
had put Digex up for sale and had received several offers, including one offer from Exodus
Communications, Inc. ((`Exodus") to purchase Digex for $120 per share, representing a significant
premium for Digex stock, which had been trading in the mid-$80 range. However, Intermedia
SNIPPETS:
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