IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JEFFREY ACKER, C.A. No. /75`7 8 Ac
Plaintiff,
CLASS ACTION COMPLAINT
- against -
ROBERT N. BURT, DONALD C. CLARK, :
LODEWIJK J.R. DE VINK, JOHN A.
GEORGES, WILLIAM H. GRAY, III,
WILLIAM R. HOWELL, LaSALLE D.
LEFFALL, JR., M.D., GEORGE A. LORCH, ;
ALEX J. MANDL, MICHAEL I. SOVERN, :
and WARNER-LAMBERT COMPANY,
Defendants.
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1. Plaintiff alleges on information and belief, except for thos{ `@legations
which pertain to plaintiff which are alleged upon personal knowledge, as follows:
THE PARTIES
2. Plaintiff is and has been at all relevant times the owner of shares of the
common stock of Warner-Lambert Company ("Warner").
3. Warner is a corporation organized and existing under the laws of the State
of Delaware with its principal executive offices located at 201 Tabor Road, Morris Plains, New
Jersey 07950. Warner makes consumer healthcare and pharmaceutical products. Warner has
issued and outstanding over 822,000,OOO shares of common stock.
4. Defendant Lodewijk J.R. De Vink ("De Vi&") is and was at all relevant
times President and Chief Operating Officer of Warner.
5. Defendants Robert N. Burt, Donald C. Clark, John A. Georges, William
H. Gray, III, William R. Howell, LaSalle D. Leffall, Jr., M.D., George A. Larch, Alex J. Mandl
SNIPPETS:
WILLIAM R. HOWELL, LaSALLE D.
Plaintiff alleges on information and belief,
Plaintiff is and has been at all relevant times the owner of shares of the
Warner is a corporation organized and existing under the laws of the State
issued and outstanding over 822,000,OOO shares of common stock.
Defendant Lodewijk J.R. De Vink is and was at all relevant
and Michael I. Sovern are and have been all relevant times directors of Warner.
The individual defendants named above,
dealing, due care, and candor to plaintiff and the other members of the Class.
There are questions of law and fact which are common to the Class
of fulfilling, their fiduciary duties to plaintiff and the other members of the Class,
duties of entire fairness, fair dealing, loyalty, due care, and candor.
Defendants have acted and will continue to act on grounds generally
transaction valued at $71 billion ("AHP bid").
AHP has sought a merger partner for years but prior deals fell through
Warner and apparent lack of friction led to the agreement.
de Vink will serve as Chief Executive Officer of the
new entity and will assume the role of Chairman and Chief Executive Officer after 18 months.
American Home Products Corp. for $72 billion in stock.
owe fiduciary duties to its stockholders.
good faith, loyalty and candor.
The Pfizer bid, which is valued at $82.4 billion or $96.40 per share is thus
duties to the Company's shareholders.
Plaintiff and the other members of the Class have no adequate remedy at
damages suffered and to be suffered by them as the result of the wrongs complained of herein;
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