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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RIC ANELLO
Petitioner,
V.
THE NIACMANUS GROUP, INC. and :
Bcom3GROUP, INC., f?k!a BDM, INC. :
Respondents.
PETITION FOR APPRAISAL, OF STOCK
The Players
1. Petitioner, Ric Anello, a/k/a Richard L. Anello, began working for
D'Arcy Masius Benton & Bowles, a well-known advertising agency ("D'Arcy"), in the
late 1980's as a creative director. D'Arcy eventually became part of The MacManus
Group, Inc., a Delaware corporation ("MacManus" or the "Company"). As a benefit of
his employment, Petitioner was permitted to acquire D'Arcy stock and eventually
MacManus stock. Ultimately, Petitioner became the record owner of 8000 shares of
MacManus common stock.
2. Respondent, MacManus, is a holding company owning diverse
advertising, marketing and communications companies. MacManus is also the
surviving corporation of the merger of TMG Acquisition Corp., a Delaware
corporation, with and into MacManus (the "MacManus Merger") that was effective on
January 31, 2000 (the "Effective Date"). As a result of the MacManus Merger,
MacManus became a wholly owned subsidiary of what is now known as Bcom3 Group,
SNIPPETS:
Group, Inc., a Delaware corporation ("MacManus" or the "Company").
his employment, Petitioner was permitted to acquire D'Arcy stock and eventually
surviving corporation of the merger of TMG Acquisition Corp.,
MacManus became a wholly owned subsidiary of what is now known as Bcom3 Group,
Respondent, Bcom3, is a newly formed Delaware holding company
Inc. ("Leo Group") was effected.
1000 shares of common stock, par value one cent per share.
2000, Bcom3 filed a Restated Certificate of Incorporation, increasing its authorized
MacManus Merger to effect the Combination (the "Memorandum").
the Combination through a merger between Leo Group and TLG Acquisition Corp.,
distinction between MacManus and The Leo Group, as separate subsidiaries of
MacManus disseminated to its stockholders a Notice of a Special
was required to sign a stock purchase agreement
and a voting trust agreement (the "Voting Trust
How the $992.25 per share (the "Redemption Price") was determined is not clear.
Q&A Memo did indicate that the Redemption Price was the result of negotiations.
Were Petitioner to have accepted the Merger Consideration,
Bcom3 stock, issued as Merger Consideration, cannot vote for directors or on most
Interestingly, the four initial Voting Trustees, Messrs.
Tying the non-compete provisions to the Bcom3 stock further
a.m. with an effective filing time of 11:59 p.m. on the filing date (the "Amendment")
capital structure of Bcom3.
Chairman and Vice Chairman, Chief Executive Officer, President, Chief
Because the Respondents unilaterally offered the Redemption
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