CHENEY v SNYDER COMMUNICATIONS - Legal Case Documents


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CHENEY v SNYDER COMMUNICATIONS

Keywords & Phrases

CaseNo: C.A. No. 18,943, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY IN THE STATE OF DELAWAFKE, Plaintiff: CHENEY, UniqueCaseRef: DE>CC>00018943, Havas, Snyder, Tracking Stock, Merger Transaction, Price, Paragraph, Allegations, Shareholders, Public Shareholders, Shares, Defendants Deny, Acquisition, Snyder Communications, Havas Advertising, Defendants Admit, Special Committee, Private, Directors, Circle, Jacques Mayoux, Securities Laws, Eric Licoys, Snyder Common, Second Sentence, Circlecorn Tracking Stock, Fiduciary Duties, United States, Speaks, Merger, Schmetterer, Jacques Seguela, Patrick Soulard, Fernando Rodes, Corporate Parent , ContentID: 120246319

Case Documents

2001-08-20

ANSWER
[ see first page and extracted highlights below ] ItemID: 127266

10 pages
PDF

2001-08-20

ANSWER
[ see first page and extracted highlights below ] ItemID: 114980

18 pages
PDF

Total Documents: 2 documents , 28 pages

Price: $ 24.95

IVESLCD01 KGI0001

1 . ANSWER

EXTRACTED KEY WORDS

PARAGRAPH
ALLEGATIONS
DEFENDANTS DENY
DEFENDANTS ADMIT
SNYDER
HAVAS
SPECIAL COMMITTEE
DIRECTORS
TRACKING STOCK
SECOND SENTENCE
SPEAKS
SNYDER COMMUNICATIONS
MERGER
LAW
PRICE
MICHEL BOUTINARD
MICHEL BOUTINARD ROUELLE
RICHARD COLKER
CLEMENT VATURI
COMPLAINT
FINANCIAL ADVISOR
SUFFICIENT KNOWLEDGE
CAPTION PRECEDING
DEFENDANTS LACK
MERGER PROXY STATEMENT
TRANSACTION
STOCKHOLDERS
RESPONSE
LIABILITY

IN THE COURT OF CHANCERY OF THE STATE OF

IN AND FOR NEW CASTLE COUNTY

NORMAN CHENEY and DEBORAH
DYCKMAN,

Plaintiffs,

- against. C.A. No. 18943

SNYDER COMMUNICATIONS, INC., HAVAS
ADVERTISING, HAS ACQUISITION II
CORPORATION, ALAIN de POUZILHAC,
MICHEL BOUTINARD ROUELLE, RICHARD
COLKER, CLEMENT VATURI and BOB
SCHMETTERER,

Defendants.

ANSWER

Defendants Snyder Communications, Inc., Richard Colker, Michel Boutinard Rouelle

and Clement Vaturi (hereinafter, collectively the "Defendants") answer the Plaintiffs'

complaint as follows. When referring only to Defendants Richard Colker, Michel Boutinard

Rouelle and Clement Vaturi, this Answer will use the term "Special Committee Defendants."

1. Defendants deny the allegations of paragraph 1, except that Defendants admit

that there was a merger proposal and aver that it was adopted by affirmative vote of

approximately 99.97% of votes cast by stockholders of Snyder Communications on June 26,

2001

2. Defendants admit the allegations of the first five sentences of paragraph 2, but

deny the allegations in the last sentence.

3. Defendants deny the allegations of paragraph 3, except they admit that the

financial advisor to the Special Committee "was not asked to, and did not recommend, the

SNIPPETS:

Defendants Snyder Communications, Inc., Richard Colker, Michel Boutinard Rouelle

and Clement Vaturi (hereinafter, collectively the "Defendants") answer the Plaintiffs'

complaint as follows.

When referring only to Defendants Richard Colker,

this Answer will use the term "Special Committee Defendants."

Defendants deny the allegations of paragraph 1, except that Defendants admit

amount of consideration to be paid," and that the financial advisor relied upon financial

The allegations in paragraph 4 state conclusions of law to which no answer is

Defendants lack sufficient knowledge or information to admit or deny the

Defendants admit the allegations of paragraph 6, except that the share price in

Defendants admit that Havas is a French

Defendants admit the allegations in the second sentence of

Vaturi were directors of both Havas and Snyder and served on the Special Committee

The last sentence of the paragraph does not require a response.

that the price of the tracking stock declined in the two weeks after the announcement.

state that the article speaks for itself.

characterize the Merger Proxy Statement, that statement speaks for itself, and deny the

Defendants deny the allegations contained in the caption preceding

Defendants admit that the Merger Proxy Statement, which speaks for itself,

that Havas did vote for the merger transaction.

stockholders, the release by Havas of any obligation to Havas or Havas shareholders by the

exonerates Snyder directors from liability in action.

2 . ANSWER

EXTRACTED KEY WORDS

SNYDER
TRACKING STOCK
MERGER TRANSACTION
DEFENDANTS
PRICE
SHAREHOLDERS
PUBLIC SHAREHOLDERS
SHARES
PLAINTIFFS
ACQUISITION
HAVAS ADVERTISING
SNYDER COMMUNICATIONS
PRIVATE
CIRCLE
JACQUES MAYOUX
SPECIAL COMMITTEE
DIRECTORS
SECURITIES LAWS
ERIC LICOYS
SNYDER COMMON
CIRCLECORN TRACKING STOCK
FIDUCIARY DUTIES
UNITED STATES
SCHMETTERER
JACQUES SEGUELA
PATRICK SOULARD
FERNANDO RODES
CORPORATE PARENT
ADJUSTMENTS

                                                                              !





              IN THE COURT OF CHANCERY IN THE STATE OF DELAWAFkE                                   
                              IN AND FOR NEW CASTLE COUNTY

NORMAN CHENEY and DEBORAH
 DYCKMAN,                                                  :

                                Plaintiffs,                :
                                                           :
                --algains&                                 : C.A. No.
                                                           :
 SNYDER COMMUNICATIONS, INC., HAVAS
 ADVERTISING, HAS ACQUISITION II
 CORPORATION,  ALAIN de POZJZILHAC,                                                 .~
                                                           :
 MICHEL BOUTINARD  ROUELLE, RICHARD                        :
 COLKER, CLE: ENT VATURI, JEAN-MICHEL                      :
 CARLO,  ALAIP, PCAYZAC, NICOLAS
 DUHAMEL,  EDI ESKANDERIAN, PIERRE
.LESCURE, JACQUES MAYOUX, THIERRY
 MEYER, JEAN-LAURENT NABET, BOB                            :
 SCHMETTERER, JACQUES SEGUELA,
 PATRICK SOULARD, FERNANDO RODES
 VILA, and ERIC LICOYS,

                                Defendants.



                                          COMPLAINT

       Plaintiffs allege upon information and belief, except for paragraph 5, which is alleged upon

knowledge, as follows:


                                               OVERVIEW

       1.      This class action is brought on behalf of the public shareholders of Circle.com

Tracking Stock ("the Tracking Stock") who will be injured as a result of an unfair going private

transaction (the "Merger Transaction"). Pursuant to the Merger Transaction, the public shareholders

SNIPPETS:

SNYDER COMMUNICATIONS, INC., HAVAS ADVERTISING, HAS ACQUISITION II

SCHMETTERER, JACQUES SEGUELA, PATRICK SOULARD, FERNANDO RODES

Plaintiffs allege upon information and belief, except for paragraph 5, which is alleged upon

This class action is brought on behalf of the public shareholders of Circle.com

Tracking Stock who will be injured as a result of an unfair going private

will be forced to exchange each share of Tracking Stock for $1.27 in American Depositary

of defendant Havas Advertising, Circle.com's corporate parent.

be subject to certain adjustments,

Circlecorn Tracking Stock was created in October 1999 as part of a recap italization

Snyder common stock they owned, Snyder shareholders received one share of Circle.com Tracking

unfairly depressed price.