IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MICHAEL J. LADERER,
Plaintiff,
V. CA. No. i
GLENN S. MEYERS, ANDREW D. AFRICK,
MICHAEL S. GROSS, MARC J. ROWAN,
WILLIAM F. STASIOR, JEFFREY M. KILLEEN,
APOLLO ADVISORS, L.P., APOLLO
INVESTMENT FUND IV, L.P., AIF IV/RRRR LLC,
APOLLO ADVISORS IV,L.P., APOLLO
MANAGEMENT, :L.P., MOTIENT CORP.,
and RARE MEDIUM GROUP, INC.,
Defendants.
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COMPLAINT]
Plaintiff, by his attorneys, alleges upon information and belief, except for paragraph 6,
is alleged upon knowledge, as follows:
OVERVIEFJ
1. This class action is brought on behalf of the public shareholders of Rare Medium
Group, Inc. ("Rare Medium" or "the Company") to enjoin a proposed merger transaction engineered
by Rare Medium's conflicted controlling shareholder, which provides substantial benefits to that
controlling shareholder at the expense and to the detriment of the: minority.
2. The transaction, as further described below, contemplates that the Rare Medium
public shareholders will have their common shares converted into the preferred stock of Motient
Corp. ("Motient"), a financially struggling wireless communications company. The proposed
merger ratio, announced on May 14,200 1, would be one Motient preferred share for every ten Rare
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
and RARE MEDIUM GROUP, INC.,
This class action is brought on behalf of the public shareholders of Rare Medium
Inc. to enjoin a proposed merger transaction engineered
controlling shareholder at the expense and to the detriment of the:
The transaction, as further described below, contemplates that the Rare Medium
public shareholders will have their common shares converted into the preferred stock of
By contrast, Rare Medium's controlling shareholder, Apollo Investment Fund IV,
consideration cons:isting of 9 million shares of XM Satellite Radio Holdings, Inc.,
Apollo has three representatives on Rare Mediums six member Board of Directors,
plaintiff seeks on behalf of all Rare Medium public shareholders to
defendants accountable in damages should such a transaction be consummated.
and has held1 such shares since prior to the armouncement of the unfair Merger Transaction.
Defendant Glenn S. Meyers is adirector, and is the co-founder, Chairman
and Chief Executive Officer of the Company.
with its affiliates, acts as the managing general partner of several private securities
partnership, AIF IV/RRRR LLC, a Delaware corporation, Apollo Advisers IV, L.P., a Delaware
limited partnership, and Apollo Management IV, L.P., a Delaware limited partnership
after a career as an entrepreneur and as president of an Internet venture capital firm,
reported an increase in Internet services business revenue to $33.8 million,
approvals of Motient's financing guarantors.
The Class of stockholders for whose benefit this action is brought is so
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