ORIGINAL
IN THE CHANCERY COURT OF THE STATE OF DELAWARE
IN AND FOR COUNTY OF NEW CASTLE
ALAN R. and RONNI SIMS, on behalf of
themselves and all others similarly situated, : Civil Action No. Pwo-dc
Plaintiffs, CLASS ACTION COMPLAINT
- against -
JAMES A. CUSUMANO, RICHARD
FLEMING, ALAN GOLDBERG, HOWARD :
I. HOFFEN, RICARDO B. LEVY, ERNEST :
MARIO, JOHN A. URQUHART,
CATALYTICA, INC., MORGAN STANLEY :
CAPITAL PARTNERS III, L.P., and
MORGAN STANLEY & CO., INCORPORATED, I
Defendants.
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Plaintiffs, by their attorneys, allege the following upon information and belief,
for those allegations which pertain to plaintiffs, which allegations are based upon personal
knowledge:
THE PARTIES
1. Plaintiffs Alan R. and Ronni Sims, are and were, at all relevant times the
owners of shares of the common stock of Catalytica, Inc. ("Catalytica" or the "Company").
2. Defendant Catalytica is a corporation organized and existing under the laws
of the State of Delaware, with its principal offices in 430 Ferguson Drive, Mountain View,
California, 94043. Catalytica operates wholly through its subsidiaries, Catalytica Pharmaceuticals,
Catalytica Combustion Systems, and Catalytica Advanced Technologies. Through
subsidiaries, Catalytica develops catalytic technologies which lower manufacturing costs and reduce
SNIPPETS:
Plaintiffs, by their attorneys, allege the following upon information and belief, except
owners of shares of the common stock of Catalytica,
Catalytica operates wholly through its subsidiaries, Catalytica Pharmaceuticals,
advanced combustion systems to reduce toxic emissions generated by natural gas turbines.
Defendant Morgan Stanley Capital Partners III,
Defendants Morgan Stanley
Defendant Dr. James A. Cusumano is a founder of Catalytica,
Cusumano also served as Catalytica's President from 1974 until 1985.
Chairman of the Board of Catalytica Pharmaceuticals, Inc., a subsidiary of Catalytica.
Cusumano has served in the following positions in the past: Chief Strategic Officer of
Defendant Richard Fleming has been a Director of the Company
Catalytcia's outstanding common stock.
an affiliate of Morgan Stanley.
at various times served as its Vice President, Principal, and Managing Director.
Defendant Ricardo B. Levy is a founder of the Company,
dealing, du'e care, and candor to plaintiffs and the other members of the Class.
DSM employs about 21,800 people at more than 200 sites
The proposed Buyout Transaction is to be structured as a merger of Catalytica
Catalytica stockholders, with the spin-off shares to be distributed one day prior to the
proposal and decide whether it is in the best interest of Catalytica and its public
total revenues, research revenues, and, most significantly, a rise in net income before taxes
or cap on the market price for Catalytica's stock to facilitate the transaction with DSM
own personal interests at the expense of the Catalytica public shareholders.
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