IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREAT LAKES CHEMICAL
CORPORATION,
Plaintiff,
V.
PHARMACIA CORPORATION, formerly
known as MONSANTO COMPANY, and
SWEET TECHNOLOGIES, INC.,
Defendants.
I
AMENDED COMPLAINT
Plaintiff Great Lakes Chemical Corporation ("Great Lakes"), by its attorneys, Ashby &
Geddes and Wildman, Harrold, Allen & Dixon, complains of Defendants Pharmacia Corporation
("Pharmacia"), and Sweet Technologies, Inc. ("STI") (collectively referred to herein as the
"Defendants"), as follows:
The Parties
1. Great Lakes is a corporation organized and existing under the laws of the
State of Delaware with its principal place of business in Indianapolis, Indiana.
2. Pharmacia is a corporation organized and existing under the laws of the State
of Delaware with a principal place of business in St. Louis, Missouri. At all times relevant to
this action, Pharmacia was known as Monsanto Company ((LMonsanto").
3. At all relevant times, ST1 was a corporation organized and existing under the
laws of the State of Delaware with its principal place of business in St. Louis, Missouri. On
information and belief, ST1 was an affiliate of Monsanto.
Doe. No.: 532624
FACTUAL BACKGROUND
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff Great Lakes Chemical Corporation, by its attorneys, Ashby &
Geddes and Wildman, Harrold, Allen & Dixon, complains of Defendants Pharmacia Corporation
State of Delaware with its principal place of business in Indianapolis,
Pharmacia was known as Monsanto Company.
ST1 was an affiliate of Monsanto.
an Ownership Interest Purchase Agreement, dated as of April 8, 1999, which embodied the sale
of NSC; and breach of a Supply Agreement between the parties,
Defendants concealed from Great Lakes material facts which reduced the
value of NSC and thereby induced Great Lakes to purchase NSC for $125 million, a price greatly
Agreem.ent, damages, and specific performance of certain provisions of the Supply Agreement.
These products included L-Phe and pharmaceutical intermediates and compounds derived from
NSC Technologies Company, LLC, a Delaware limited liability company.
A copy of the Offering Memorandum is attached hereto as Exhibit B.
the rights to sell L-Phe or aspartame to the sweetener market.
arrangement where, after the sale, Monsanto would supply L-Phe to NSC, but NSC's sales of
Monsanto would continue to sell aspartame to the sweetener market.
such projections were unrealistic when made.
in which Defendants' representatives proposed that final bids
process for manufacturing Tic-D.
presentation on December 17, 1998, as alleged in paragraphs 30 and 3 1, above.
lasting adverse effects on NSC.
The Role Of NSC Management In The Nepotiations
Monsanto's negotiators told NSC management that all
Agreement with NSC, a Transition Services and Facilities License Agreement with Great Lakes,
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