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.' ?-` IN THE COURT OF CHANCERY IN THE STNE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MARILYN GILBERT and STEVEN JAFFE, :
Plaintiffs, :
-against -
WARNER-LAMBERT COMPANY,
ROBERT N. BURT, DONALD C. CLARK, :
LODEWIJK J.R. De VINK, JOHN A. GEORGE&:
WILLIAM H. GRA`Y: III, WILLIAM R.
HOWELL, LaSALLE D. LEFFALL, JR., I
GEORGE A. LORCH, ALEX J. MANDL and :
MICHAEL I. SOVERN,
Defendants.
CLASS ACTION COMPLAINT
Plaintiffs, as and for their Complaint, allege upon
except as to themselves, which they allege upon knowledge, as follows:
NATURE OF THE ACTION
1. This is a class action on behalf of the
Lambert Company ("WLA" or the "Company") in connection with a proposed
merger with American Home Products, Inc. ("AH,") in a transaction which
approximately $83 per share. On November 4, 1999, Pfizer, Inc. ("Pfizer"), a
bidder, announced a bid to acquire WLA in stock, which values WLA at $96.40
Plaintiffs seek to enjoin the proposed AHP/WLA transaction or alternatively
SNIPPETS:
LODEWIJK J.R. De VINK, JOHN A. GEORGE&:
WILLIAM H. GRA`Y: III, WILLIAM R.
Lambert Company ("WLA" or the "Company") in connection with a proposed stock-for-stock
bidder, announced a bid to acquire WLA in stock, which values WLA at $96.40 per share.
Plaintiffs seek to enjoin the proposed AHP/WLA transaction or alternatively to rescind the
transaction and/or recover damages in the event that the transaction is consummated.
"Individual Defendants") are each members of WLA's Board of Directors.
Individual Defendants have, and at all relevant times had, the power to control and influence,
Each Individual Defendant owed and owes WLA's stockholders fiduciary obligations
There are in excess of 854 million shares of WLA common stock outstanding
@> There are questions of law and fact which are common to the
Last year, WLKs net income rose to $1.254 billion, or $1.48 per share,
that they had entered into a merger agreement.
traded stock to AHP stock at an exchange rate of one WLA share for 1.49 19 shares of AHP
the deal includes a break-up fee of $2 billion.
Pfizer made an unsolicited third-party bid for WLA
Defendants should take advantage of the apparent multiple bidders for the Company and the
favorable trends of its business cycle, and engage in a value-maximizing auction or
The merger agreement with AHP will restrict WLA from seeking
WLA shareholders will be receiving an inadequate takeover premium over WLA's
market check, the process would have generated several buyers and sufficient buying interest
negotiate or continue to negotiate with others, the creation of obstacles to a competitive bid
Individual Defendants have failed to bargain for adequate price protection which would fully
interest in proposing any transaction which would maximize shareholder value,
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