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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
MERGER COMMON STOCK MERRILL LYNCH VALUATION SHARES COURT PETITIONER DCF ANALYSIS COMPARABLE COMPANIES CASH FLOWS MANAGEMENT RESPONDENT DELAWARE GRAY DISCOUNT RATES PROJECTIONS DRUG DELIVERY VICE CHANCELLOR FINANCIAL PROJECTIONS CPSI GENERAL CORPORATION LAW APPRAISAL ACTION ATTORNEYS PHARMASCIENCES ENTERPRISE CNI ACCESS PHARMACEUTICALS MMV DISCOUNTED CASH FLOW |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KERRY P. GRAY, >
)
Petitioner, >
)
V. > C.A. No. 17451
)
CYTOKINE PHARMASCIENCES, INC., )
a Delaware corporation, 1
>
Respondent. )
MEMORANDUM OPINION
Submitted: November 20,200l
Decided: April 25, 2002
James F. Burnett, Esquire, POTTER ANDERSON & CORROON,
Wilmington, Delaware, Attorneys for Petitioner.
Gregory P. Williams, Esquire, Raymond J. DiCamillo, Esquire, Kelly C.
Ashby, Esquire, RICHARDS, LAYTON & FINGER, Wilmington, Delaware,
Attorneys for Respondent.
LAMB, Vice Chancellor
I. Preliminary Statement
In this appraisal action, filed pursuant to Section 262 of the Delaware
General Corporation Law ("DGCL"), the court is called upon to determine
the fair value of the shares of common stock of PharmaSciences, Inc. ("PSI"
or "Company"), a Delaware corporation, as of June 30, 1999, the date on
which it merged ("Merger") with and into Cytokine Networks, Inc. ("CNI").
The surviving corporation then changed its name to Cytotokine
SNIPPETS:
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2
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RESPONDENTS ANSWERING POST-TRIAL BRIEF
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EXTRACTED KEY WORDS
PHARMASCIENCES VALUATION SC0 HEMPSTEAD MULTIPLES COURT CASH FLOW REVENUES OPINION PROJECTIONS PHARMACEUTICALS REASONABLENESS GUIDELINE COMPANIES DEL DAVIS DISCOUNTED CASH FLOW PROCEEDING COMPARABLES DELAWARE COURTS GOODS SOLD CREDIBLE EXPERT OPINION FINANCIALS MANAGEMENT DETERMINING FAIR ADMINISTRATIVE EXPENSES METHODOLOGY INVESTMENT GOVERNMENT REGULATION CNI |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KERRY P. GRAY,
Petitioner.
v. CA. No. 17451
CYTOKINE PHARMASCIENCES, INC., a
Delaware Corporation,
Respondent.
73
7
: ~~~' <,,"I
RESPONDENT'S ANSWERING POST-TRIAL BRIEF -~
Gregory P. Williams
Raymond J. DiCamillo
Kelly C. Ashby
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 651-7700
Attorneys for Respondent
Dated: October 24, 2001
TABLE OF CONTENTS
TABLE OF AUTHORITIES
NATURE AND STAGE OF PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
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3
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PETITIONERS POST-TRIAL BRIEF
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EXTRACTED KEY WORDS
MANAGEMENT MERGER VALUATION PSI GRAY DRUG DELIVERY COURT MARKET MERRILL LYNCH CERVICAL RIPENING PRODUCT PETITIONER STOCKHOLDERS DEL CONFIDENT PHARMASCIENCES DISCOUNT RATE KAMHOLZ DEP REGULATORY CASH FLOW DCF ANALYSIS RESPONDENT PHARMACEUTICALS ATTORNEYS PROCEEDING CNI WILMINGTON PX-2 COMPARABLES MILESTONE PAYMENTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY RECEIVED
S E P 1 9 2001
KERRY P. GRAY,
Petitioner, .G. P. W.
; CONFIDENTIAL /
V. FILED UNDER SEAL
t
CYTOKINE PHARMASCIENCES, INC.,
a Delaware Corporation, i Civil Action No. 1745 1
Respondent
PETITIONER'S POST-TRIAL BRIEF
James F. Burnett (#264)
POTTER ANDERSON & CORROON LLP
Hercules Plaza Building
13 13 North Market Street
P. 0. Box 951
Wilmington, Delaware 19899
(302) 984-6000
Attorneys for Petitioner
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4
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PETITIONERS PRETRIAL BRIEF
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EXTRACTED KEY WORDS
PETITIONER MARKET RESPONDENT MERRILL LYNCH GRAY MERGER VALUATION PSI MANAGEMENT PROJECTIONS COURT SC0 HEMPSTEAD DISCOUNT RATE DELAWARE REVENUES FINANCIAL PROJECTIONS KAMHOLZ DEP ATTORNEYS CASH FLOW DELIVERY SYSTEM PHARMACEUTICALS TRIAL EXPERT CNI DRUG DELIVERY COMPARABLE COMPANY ANALYSIS PROJECTED REVENUES PHARMASCIENCES MAJOR STOCKHOLDERS NATURE |
REDACTED
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KERRY P. GRAY, 1
Petitioner, ,~&&$$fp 4 A9
V. Mat kg'-
t
CYTOKINE PHARMASCIENCES, INC.,
a Delaware Corporation, ; Civil Action No. 1745 1
Respondent ;> RECEIVED
PETITIONER'S PRETRIAL BRIEF i .G P. w. ;
James F. Burnett (#264)
POTTER ANDERSON & CORROON LLP
Hercules Plaza Building
13 13 North Market Street
P. 0. Box 951
Wilrqington, Delaware 19899
(302) 984-6000
Attorneys for Petitioner
Dated: July 18,200l
INTRODUCTION . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I. NATURE OF THE COMPANY AND ITS BUSINESS..
II. COMPANY MANAGEMENT AND MAJOR STOCKHOLDERS.. ................................ .4
III. PSI's CERVICAL RIPENING PRODUCT .............. .
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5
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ANSWER
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EXTRACTED KEY WORDS
ALLEGATIONS PETITION PARAGRAPH RESPONDENT ADMITS PHARMASCIENCES PETITION STATE COMMON STOCK SECOND SENTENCE ALLEGATIONS SET DENIES HOLDER SHARES FIRST SENTENCE CYTOKINE COUNSEL HEREBY MERGER FPARAGRAPH LACKS INFORMATION SUFFICIENT TRUTH RELEVANT TIMES NETWORKS MAJORITY OUTSTANDING SHARES WRITING MEETING DEMAND THIRD SENTENCE ALLEGATIONS OFPARAGRAPH |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KERRY P. GRAY, >
Petitioner,
1
V . >
CYTOKINE PHARMASCIENCES, INC., a i
Delaware corporation, C.A. No. 17451
1
Respondent. 1
ANSWER
Cytokine Pharmasciences, Inc. ("Respondent"), by its undersigned counsel, hereby
submits the following answer to the petition for appraisal:
1. Respondent lacks information sufficient to form a belief as to the truth of the
allegations of paragraph 1 of the petition.
2. Respondent denies the allegations in paragraph 2 of the petition that petitioner
has been a holder of record of common stock of PharmaSciences "at all relevant times."
Respondent admits that at the time of the merger of PharmaSciences with and into Cytokine
Networks, Inc. (the "Merger"), petitioner was a holder of 592 shares of common stock of
PharmaSciences.
3. Respondent denies the allegations of the first sentence of paragraph 3 of the
petition but admits that on June 29, 1999 the holders of a majority in interest of the issued and
outstanding shares of common stock of PharmaSciences consented in writing, without a meeting
to the Merger. Respondent admits the second sentence of paragraph 3 of the petition.
4. Respondent admits the allegations of paragraph 4 of the petition.
5. Respondent admits the allegations of paragraph 5 of the petition.
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