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Q ii ' IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BERT GOODSTADT,
Plaintiff,
-against- C.A. No. f `75y $
LODEWIJK J. R. DE VINK, GEORGE A. :
LORCH, ROBERT N. BURT, ALEX J. :
MANDL, MICHAEL I. SOVERN,
WILLIAM H. GRAY, III, LASALLE
D. LEFFALL, JR., DONALD C. CLARK, :
JOHN A. GEORGES, WILLIAM R.
HOWELL, and WARNER-LAMBERT COMPANY,:
Defendants.
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information
and belief, except as to paragraph 1 which is alleged upon
knowledge, as follows:
THE PARTIES
1. Plaintiff is the owner of shares of common stock
of Warner-Lambert Company ("Warner-Lambert" or the "Company") and
has been the owner continuously of such shares since prior to the
wrongs complained of herein.
2. Warner-Lambert is a corporation duly organized and
existing under the laws of the state of Delaware. Warner-Lambert
discovers, develops, manufactures, and markets pharmaceutical,
SNIPPETS:
GEORGE A.:
WILLIAM H. GRAY, III, LASALLE
HOWELL, and WARNER-LAMBERT COMPANY,:
Plaintiff, by his attorneys, alleges upon information
Plaintiff is the owner of shares of common stock
The following defendants are and at all times
Defendant Lodewijk J.R. de Vink
is the President and Chief Executive Officer of Warner-Lambert
and Chairman of its Board of Directors;
collectively referred to herein as the "Individual Defendants."
faith, fair dealing, loyalty and full and candid disclosure.
stockholders or their successors in interest,
members is impracticable.
merger agreement for the merger of the two
Under the terms of the Merger, AHP has agreed to
Pfizer Inc. made an $82.4 billion offer for Warner-Lambert.
direct contact with defendant de Vink its interest in a business
maximize shareholder value by entering into the Merger agreement,
It is a breach of their fiduciary duties to
by failing or refusing to fully inform themselves of the terms
through open bidding or at least a "market check" mechanism.
off Pfizer without giving adequate consideration to its urgings
By reason of the foregoing, the Individual Defendants have violated, and will continue to
declaring this to be a proper class action;
directing that defendants pay to plaintiff and the Class all damages caused to the Class and
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