IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BFXKELL PARTNERS, on behalf
of itself and all others
similarly situated,
Plaintiff,
V
AL.FRED J. BLAKE, RAYMOND B. DINGMAN, :
JOSEPH S. MUTO, GEORGE T. ARATANI, :
ANTHONY F. SANTARELLI, NORMAN R. :
HIGO, RAYMOND E. INOUYE, and
MIKASA, INC., .
Defendants. 1
CLASS ACTION COMPLAINT c :
E i
Plaintiff, by its attorneys, alleges upon personal knowledge as to its 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
persons, other than defendants, who own the securities of Mikasa, Inc. ("Mikasa" or the
"Compan~y") and who are similarly situated (the "Class"), for injunctive and other relief.
Plaintiff seeks injunctive relief herein, inter alia, to enjoin the implementation of a
transaction whereby J. G. Durand Industries, S.A. , the parent of Verrerie Cristallerie
d'Argues, Inc ("Durand") would buy the Company's outstanding shares for $16.50 per share
in cash in a transaction valued at approximately $280 million. Alternatively, in the event
that the proposed transaction is implemented, plaintiff seeks to 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
SNIPPETS:
Plaintiff, by its attorneys, alleges upon personal knowledge as to its own acts
persons, other than defendants, who own the securities of Mikasa, Inc. ("Mikasa" or the
"Compan~y") and who are similarly situated, for injunctive and other relief.
Inc would buy the Company's outstanding shares for $16.50 per share
that the proposed transaction is implemented, plaintiff seeks to recover damages caused
by the breach of fiduciary duties owed by the defendants.
The offer is being advanced through unfair procedures and the consideration
The proposed transaction is designed to benefit certain members
of Mikasa management including defendants Blake, Dingman, Santarelli, and Arantani.
defendants have breached their fiduciary duties owed to Mikasa's
public stockholders to take all necessary steps to ensure that the stockholders will receive
the maximum value realizable for their shares in any acquisition of the Company's assets.
Plaintiff is and, at all relevant times, has been the owner of shares of Mikasa
common stock.
has approximately 17,075,645 shares of common stock outstanding and hundreds of
Mikasa Board of Directors and previously served as Chief Executive Officer.
Emeritus of the Board and was the long time Chief Executive Officer of Mikasa.
Mikasa and previously served as secretary and general counsel to Mikasa.
The individualis described in paragraphs 11 through 17 are referred to as the
ficluciary duties of loyalty and due care to plaintiff and the other members of the Class.
There are questions of law and fact common to the Class including, inter alia,
entered into a definitive agreement with Durand to acquire Mikasa in buyout whereby
earnings,
value for itself to the detriment of the Company's public shareholders at a price which is
Mikasa's valuable assets, profitable business, and future growth in profits and earnings,
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