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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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CRANDON CAPITAL PARTNERS, a Florida Limited :
Partnership,
Plaintiff,
CLASS ACTION
- against - COMPLAINT
THERM0 VOLTEK CORP., THERMEDICS, INC., :
THERM0 ELECTRON CORPORATION, JOHN WOOD, :
JR., THEO MELAS-KYRIAZI, SANDRA LAMBERT, :
PETER RICHMAN, ELIAS GYFTOPOULOS, and :
THOMAS HOOVER,
Defendants.
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INTRODUCTION
This action arises out of an unlawful scheme and plan by Thermedics, Inc.
("Thermedics") and its controlling shareholder, Therm0 Electron Corporation ("Therm0
Electron") (Thermedics and Therm0 Electron are collectively referred to as the "Thermedics
defendants"), the 70% (either direct or beneficial) shareholders of Therm0 Voltek Corp.
("Thermo" or the "Company"), to acquire the remaining ownership of the Company in a
transaction for grossly inadequate consideration and without full and complete disclosure of all
material information, in breach of defendants' fiduciary duties.
THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of Therm0
stock.
2. Defendant Therm0 is a corporation organized and existing under the laws
SNIPPETS:
THERM0 VOLTEK CORP., THERMEDICS, INC.,: THERM0 ELECTRON CORPORATION, JOHN WOOD,: JR., THEO
This action arises out of an unlawful scheme and plan by Thermedics,
and its controlling shareholder, Therm0 Electron Corporation ("Therm0
defendants"), the 70% shareholders of Therm0 Voltek Corp.
transaction for grossly inadequate consideration and without full and complete disclosure of
in breach of defendants' fiduciary duties.
Plaintiff is and has been at all relevant times the owner of Therm0 common
1998, Therm0 had issued and outstanding 8.8 million shares of common stock, of which the
the outstanding shares.
Thermedics is a corporation organized under the laws of Massachusetts
Thermedics designs, and manufactures precision
3, 1998, 5.7 million shares of the Company's common stock, or 65% of such stock outstanding.
and served as its president from 1992 to February 1997.
"Individual Defendants"), as officers and/or directors of Thermo, and the Thermedics
stockholders because the Thermedics defendants, as the majority shareholder of the Company,
controls and dominates its Board and has hand-picked the Board members.
Plaintiff brings this action pursuant to Rule 23 of the Rules of the Court
of the Class, including their duties of entire fairness, fair dealing, loyalty, due care, and
the negotiation and execution of a definitive merger agreement;
On March 30, 1998, the last recorded sales price of Therm0 stock was
glance in comparison to the market price nearly proceeding disclosure of the proposal.
Because of the control and ownership exercised by Thermedics defendants
approval of the Company's controlling shareholder.
Proposal is subject to a vote of the Company's shareholders, there is no provision that the
consummation of the transaction without the approval of the public shareholders,
transaction or awarding rescissionary damages to the Class;
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