IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .X
BARNETT STEPAK
C.A. No. /
CLASS ACTION COMPLAINT
-against-
LODIEWIJK J.R. DE VINK, GEORGE
,_
A. LORCH, ROBERT N. BURT, ALEX
J. MANDL, MICHAEL I. SOVERN,
WILL.IAM I-l. GRAY, III, LASALLE
D. LE:FFALL, JR, DONALD C.
CLARK, JOHN A. GEORGES, WILLIAM
R. HOWELL, WARNER-LAMBERT
CONiPANY and AMERICAN HOME
;.
PRODUCTS CORPORATION.
Defendants.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .X
Plaintiff alleges upon information and belief, except
plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of
("Warner-Lambert" or the "Company") and has been continuously since prior to the wrongs
complaineld of herein. He owns 8,237.96 shares of the company stock.
2. Warner-Lambet-t is a corporation
laws of the state of Delaware. Warner-Lambet-t discovers, develops, manufactures, and
markets pharmaceutical, consumer health care, and confectionery products. The Company's
products included Listerine mouthwash, Trident chewing gum, Schick razors, Tetra fish food,
Sudafet decongestant, Lubriderm body bar, Dilantin epilepsy drug, Centrax tranquilizer,
Neosporin topical antibiotic, and other products.
There are over 854 million share of
SNIPPETS:
complaineld of herein.
He owns 8,237.96 shares of the company stock.
markets pharmaceutical, consumer health care, and confectionery products.
Warner-Laimbert common stock outstanding.
discovers, develops, manufactures, distributes and sells pharmaceuticals, consumer health
Defendant Lodewijk J.R. de Vink is the President and Chief Executive
Officer of \Narner-Lambert and Chairman of its Board of Directors.
Defendant George A. Larch is a Director of Warner-Lambert.
Defendant William H. Gray, III is a Director of Warner-Lambert.
Defendant John A Georges is a Director of Warner-Lambert.
have a fiduciary relationship and responsibility to plaintiff and the other public
stockholders of Warner-Lambert or their successors in interest, who are being and will be
The Class is so numerous that joinder of all members is
There are questions of law and fact which are common to the
whether the individual defendants have breached their fiduciary duties owed
On November 4, 1999, Warner-Lambert and AHP announced that they
had signed a definitive merger agreement for the merger of the two companies.
inadequate for several reasons including the absence of any premium over the market of
The Merger also provides for a termination fee of $2 billion payable to
consideration to the Company's recent operating results, the recent market price of the
shareholder value by conducting an auction of the Company or seeking other alternatives to
acquisition of Warner-Lambert by other companies or conducting an adequate market check)
and have otherwise failed to take other steps to protect the interests of the class.
breach their fiduciary duties owed to plaintiff and the other members of the Class aided and
wrongs complained of and would be unjustly enriched absent relief in this action.
Enjoining, preliminarily and permanently, the Merger complained of herein;
Directing the defendants account to plaintiff and the Class for all damages
|
