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`9 IN THE COURT OF CHANCERY OF `TH:E STATE OF DELAWARE
\' IN AND FOR NEW CASTLE COUNTY
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JAMES D. LOEFFELBEIN, JAMES D. LOEFFELBEIN x CA. No.
IRA, JAMES D. LOEFFELBEIN SEP, MALL.ARD ;
MANAGEMENT L,LC and TERRY L. PHAM,
Plaintiffs,
VS.
WILLIAM F. STASIOR, MARC J. ROWAN,
ANDREW AF-?RICK, RICHARD T. LIEBHABER,
JEFFREY M. KILLCEEN, GLENN S. MEYERS,
MICHAEL S. GROSS, APOLLO ADVISERS, L.P.,
APOLLO INVESTMENT FUND IV, L,.P., AIF
IVRRRR LLC, APOLLO ADVISORS IV, L.P.,
APOLLO MANAGEMENT, L.P., MOTIENT
CORPORATION and RARE MEDIUM GROUP, INC.,
Defendants.
x
Plaintiffs, as and for their complaint, allege upon information and
themselves, which they allege upon knowledge, as follows:
NATIJRE OF THFACTION
1. This is a stockholders' class action on behalf of the
Group, Inc. ("Rare .Medium" or the "Company") against certain directors
Medium and the controlling shareholder of Rare Medium to enjoin certain
related to the proposed acquisition of all of the outstanding shares of Rare
defendant Motient Corporation ("Motient"). This action arises out of an
to acquire ownership ofRare Medium by Motient for grossly inadequate
of defendants' fiduciary duties, including preferential private
SNIPPETS:
APOLLO INVESTMENT FUND IV, L,.P., AIF
CORPORATION and RARE MEDIUM GROUP, INC.,
Inc. against certain directors and/or officers of Rare
Medium and the controlling shareholder of Rare Medium to enjoin certain actions of defendants
related to the proposed acquisition of all of the outstanding shares of Rare Medium stock by
defendant Motient Corporation.
to acquire ownership ofRare Medium by Motient for grossly inadequate consideration and in
of defendants' fiduciary duties, including preferential private transactions.
to rescind the transaction and/or recover damages i.n the event that the transaction is
of common stock.
shares of Rare Medium common stock.
Plaintiff Mallard Management LLC is a Nevada corporation owned by
Defendant Apollo Advisors L.P.,
affiliated funds, defendants Apollo Investment Fund IV, L.P., AIF
limited partnership), and Apollo Management, L.P., (collectively,
"Apollo") is Rare R4edium's controlling shareholder>wiih a 44% preferred ownership stake in
Gross and Glenn S. Meyers (hereinafter collectively referred to as the
"Individual Defendants") are each members of Rare Medium's Board of Directors.
Each Individual Defendant owed and owes Rare Medium and its stockholders fiduciary obligations
Medium in such a manner as to heed the expressed views of its shareholders;
Plaintiffs bring this action on their own behalf and as a class action,
Apollo's holdings ofRare Medium securities translate into approximately 44% equitable
Because of .Apollo's large percentage of ownership and its rights as the holder of Series A
issued a press release announcing that they had reached a definitive agreement whereby Motient
of XM Satellite Radio Holdings, Inc., a publicly-traded company in which Motient
common stock price since its initial acquisition,
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