IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IRA NEIL RICHARDS, 11
Plaintiff, ) Civil Action No. 14 r'
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V.
WARNER-LAMBERT COMPANY
WOLVERINE SUB CORP., AMERICAN
HOME PRODUCTS CORPORATION,
ROBERT N. BURT, DONALD C. CLARK,
LODEWIJK J.R. de WINK, JOHN A.
GEORGE& WILLIAM H. GRAY, III,
WILLIAM R. HOWELL,
LASALLE D. LEFFALL, JR.,
GEORGE A. LORCH, ALEX J. MANDL,
and MICHAEL I. SOVERN,
Defendants.
TION COMPT &NT
Plaintiff, by his attorneys, alleges as follows:
NATURE OF THE ACTION
1. This is a class action on behalf of the public stockholders of Warner-Lambert
Company ("Warner-Lambert") for injunctive and other appropriate relief in connection with the
proposed acquisition of the outstanding shares of Warner-Lambert common stock by defendant
American Home Products Corporation ("AHP"). Plaintiff alleges that he and the other public
stockholders of Warner-Lambert are entitled to enjoin the proposed transaction or, alternatively, to
rescind the transaction and/or recover damages in the event the transaction is consummated.
2. Plaintiff is and was at all times relevant to this action the owner of
common Warner-Lambert stock.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff, by his attorneys, alleges as follows:
This is a class action on behalf of the public stockholders of Warner-Lambert
proposed acquisition of the outstanding shares of Warner-Lambert common stock by defendant
American Home Products Corporation.
rescind the transaction and/or recover damages in the event the transaction is consummated.
common Warner-Lambert stock.
Warner-Lambert maintains its executive offices at 201 Tabor Road,
million shares of common stock outstanding.
Defendant AHP is a Delaware corporation with its principal executive offices
Defendant Wolverine Sub Corp. ("Merger Sub"),
Defendants Robert N. Burt, Donald C. Clark, Lodewijk J.R. de Vink, John
and Michael I. Sovem (hereinafter collectively referred to as the "Individual Defendants")
By virtue of their positions as directors and/or officers of Warner-Lambert,
the Individual Defendants have, and at all relevant times had, the power to control and
the Class is so numerous that joinder of all members is impracticable.
breach, have conspired to breach, or are breaching their fiduciary duties to the class;
The Merger Agreement is structured as a stock swap,
While the definitive agreement with AHP valued Wamer-Lambert at about $83.55 per share, the
In particular, William Steere, chairman of Pfizer's board of directors, wrote
several letters to Defendant de Wink expressing Pfizer's interest in a possible combination,
The proposed buyout consideration does not reflect the value of Warner-Lambert's valuable
Also, to prevent any fair auction of Warner-Lambert, to entrench management
Defendants have agreed as well to recommend the merger to the shareholders
"fiduciary-out" clauses in such agreements.
power between AHP and class members is unequal, making it inherently unfair to obtain
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