IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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STANLEY ROBIN, individually and on behalf :
of all others similarly situated,
C.A. No.
Plaintiff,
CLASS ACTION COMPLAINT
- against -
ROBERT N. BURT, DONALD C. CLARK,
LODEWIJK J.R. DE VINK, JOHN A.
GEORGE& WILLIAM H. GRAY, III,
WILLIAM R. HOWELL, LaSALLE D.
LEFFALL, JR., M.D., GEORGE A. LORCH,
ALEX J. MANDL, MICHAEL I. SOVERN,
and WARNER-LAMBERT COMPANY,
Defendants.
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1. Plaintiff alleges on information and belief, except for those allegations
which pertain to plaintiff which are alleged upon personal knowledge, as follows:
THE PARTIES
2. Plaintiff is and has been at all relevant times the owner of shares of the
common stock of Warner-Lambert Company ("Warner").
3. Warner is a corporation organized and existing under the laws of the State
of Delaware with its principal executive offices located at 201 Tabor Road, Morris Plains, New
Jersey 07950. Warner makes consumer healthcare and pharmaceutical products. Warner has
issued and outstanding over 822,000,OOO shares of common stock.
4. Defendant Lodewijk J.R. De Vink ("De Vink") is and was at all relevant
times President and Chief Operating Officer of Warner.
duties of entire fairness, fair dealing, loyalty, due care, and candor.
SNIPPETS:
Plaintiff alleges on information and belief,
Plaintiff is and has been at all relevant times the owner of shares of the
Warner is a corporation organized and existing under the laws of the State
issued and outstanding over 822,000,OOO shares of common stock.
Defendant Lodewijk J.R. De Vink is and was at all relevant
duties of entire fairness, fair dealing, loyalty, due care, and candor.
the Class in that all members of the Class will be damaged alike by defendants' actions.
Defendants have acted and will continue to act on grounds generally
transaction valued at $71 billion ("AHP bid").
AHP has sought a merger partner for years but prior deals fell through
Warner and apparent lack of friction led to the agreement.
new entity and will assume the role of Chairman and Chief Executive Officer after 18 months.
American Home Products Corp. for $72 billion in stock.
Pfizer Chairman William Steere to Warner-Lambert Chairman
As members of the Board of Directors of Warner, the Individual Defendants
adequately consider, in a timely fashion and on an informed basis, any reasonable acquisition
of the interests of Warner's stockholders and to make corporate decisions in good faith.
all in violation of their fiduciary duties and to the detriment of the
duties to the Company's shareholders.
defendants' own interests and their fiduciary obligations to the public stockholders of
individual defendants do not consider the Pfizer bid and conduct an active market check to
damages suffered and to be suffered by them as the result of the wrongs complained of herein;
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