IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MAXINE DAMPF,
Plaintiff, .
- against - ,ywi AK--
ROBERT N. BURT, DONALD C. CLARK,
LODEWIJK J.R. DE VINK, JOHN A. CLASS ACTION COMPLAINT
GEORGES, WILLIAM H. GRAY III,
WILLIAM R. HOWELL, LASALLE D.
LEFFALL, JR., M.D., GEORGE A.
LORCH, ALEX J. MANDL, MICHAEL
I. SOVERN, PATRICIA S. LONGE,
MELVIN R. GOODES, LAWRENCE G.
RAWL, and WARNER-LAMBERT
COMPANY,
Defendants.
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Plaintiff, on knowledge as to her own acts and upon
information and belief as to all other matters, alleges as follows:
NATURE OF THE ACTION
1. This is a class action brought on behalf of the
public stockholders of Warner-Lambert Company ("Warner Lambert" or
the llCompany") who have been, and continue to be, deprived of the
opportunity to realize fully the benefits of their investment in
the Company. The individual defendants have wrongfully refused to
take the steps necessary to maximize stockholder value, by entering
into a transaction with American Home Products Corporation (`AHP")
and failing to properly consider a bona fide offer for the Company
from Pfizer, Inc. (l'Pfizer") that exceeds AHP's offer by over $12
billion. By failing and refusing to take such steps, including
SNIPPETS:
Plaintiff, on knowledge as to her own acts and upon
from Pfizer, Inc. that exceeds AHP's offer by over $12
By failing and refusing to take such steps,
defendants have breached
their fiduciary duties to plaintiff and the class.
Warner Lambert common stock.
shaving, pet care) and confectionaryproducts (chewing gums, breath
Defendant Melvin S. Goodes is the Chairman
Defendant Lodewijk R. De Vink is a
Chief Operating Officer of the Company.
Defendant John A. Georges is a director
on behalf of all stockholders of the Company
The Class is so numerous that joinder of all members
shares of common stock outstanding.
There are questions of law and fact common to the
has retained competent counsel experienced in litigation of this
Accordingly, plaintiff is an adequate
share in a transaction valued at $72 billion (the "AHP Agreement").
Pursuant to the AHP Agreement, defendant De Vink, Warner Lambert's
the cholesterol drug Lipitor.
continuing to breach,
an analyst at Brown Brothers
procedures or other mechanisms for checking the market to assure
be just and proper.
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