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:I: &> IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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__________________-_----------------------------------------- X
PAUL PARADIS,
Plaintiff,
CLASS
-against-
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, WARNER-LAMBERT
COMPANY and AMERICAN HOME
PRODUCTS CORPORATION,
Defendants.
Plaintiff alleges upon information and belief, except as
plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant
("Warner-Lambert" or the "Company") and has been continuously since prior to
wrongs complained of herein.
2. Warner-Lambert is a corporation duly organized and
the laws of the state of Delaware. Warner-Lambert discovers, develops,
and markets pharmaceutical, consumer health care, and confectionery
Company's products include Listerine mouthwash, Trident chewing gum, Schick
Tetra fish food, Sudafed decongestant, Lubriderm body bar, Dilantin epilepsy
Centrax tranquilizer, Neosporin topical antibiotic, and other products.
SNIPPETS:
CLARK, JOHN A. GEORGES, WILLIAM
R. HOWELL, WARNER-LAMBERT
and markets pharmaceutical, consumer health care, and confectionery products.
corporation duly organized and existing under the laws of the state of Delaware.
generic pharmacueticals, nutritionals, animal biologicals and pharmacueticals, and crop
Defendant Lodewijk J.R. de Vink is the President and Chief
Executive Officer of Warner-Lambert and Chairman of its Board of Directors.
Defendant George A. Larch is a Director of Warner-Lambert.
The individual defendants, as officers and/or directors of Warner-Lambert, have a fiduciary
stockholders of Warner-Lambert or their successors in interest,
The Class is so numerous that joinder of all members is
whether the individual defendants have breached their fiduciary duties
Accordingly, plaintiff is an adequate
representative of the Class and will fairly and adequately protect the interests of the
On November 4, 1999, Warner-Lambert and AHP announced that
they had signed a definitive merger agreement for the merger of the two
exchanging 1.4919 shares of AHP stock for each share of Warner-Lambert stock.
exchange ratio is wholly inadequate for several reasons including the absence of any
premium over the market price of Warner-Lambert stock.
The Merger also provides for a termination fee of $2 billion payable
whereby AHP is able to purchase up to 10.1 percent of Warner-Lambert common stock.
shareholder value by conducting an auction of the Company or seeking other alternatives
Unless enjoined by this Court,
to breach their fiduciary duties owed to plaintiff and the other members of the Class
plaintiff prays for judgment and relief as follows:
Enjoining, preliminarily and permanently, the Merger complained of herein;
Directing that defendants account to plaintiff and the Class for all damages
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