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I IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CLAIRE CAMPBELL,
Plaintiff,
- against -
BACOU USA INC., BACOU S.A., CHRISTIAN
DALLOZ S.A, PHILIPPE BACOU, WALTER
STEPAN, CHRISTOPHE BACOU, HOWARD S.
LEIGHT, GILBERT VANDEPUTTE, PHILIP
BARR, ALFRED J. VERRECCHIA, KARL F.
ERICSSON.
Defendants.
COMPLAINT
Plaintiff alleges on information and belief, except for those
pertain to plaintiff which are alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of
USA, Inc. ("BAU" or the "Company") common stock.
2. BAU is a corporation organized and existing under the laws of
and is headquartered at 10 Thurber Boulevard, Smithfield, RI 02917. BAU designs,
manufactures and sells safety products that protect the sight, hearing, hands and respiratory
systems of work:ers against occupational hazards, as well as related instrumentation
gas monitors and test equipment for self-contained breathing apparatus.
2_I . Philippe Bacou and Christopher Bacou and other members of the
family control about 71.5% of BAU's outstanding stock through their control of defendant
SNIPPETS:
- against -BACOU USA INC., BACOU S.A., CHRISTIAN DALLOZ S.A, PHILIPPE BACOU, WALTER STEPAN,
pertain to plaintiff which are alleged upon personal knowledge,
Plaintiff is and has been at all relevant times the owner of shares of Bacou
Inc. common stock.
BAU is a corporation organized and existing under the laws of Delaware
manufactures and sells safety products that protect the sight, hearing, hands and respiratory
Philippe Bacou and Christopher Bacou and other members of the Bacou
family control about 71.5% of BAU's outstanding stock through their control of defendant
Defendants Philippe Bacou, Walter Stepan, Christophe Bacou, Howard S.
Leight and Gilbert Vandeputte serve as directors of BAU and Bacou.
Defendants Philip Barr,
Defendant Bacou, as majority shareholder of Bacou, owes the highest fiduciary
duties of good faith, loyalty, fair dealing, due care, and candor to plaintiff and the other
There are questions of law and fact which are common to the Class and
Christian Dalloz S.A..
In connection with the transaction,
The Transaction is inadequate and unfair to BAU's minority shareholders
Sales of our hearing protection, hand protection and gas monitoring product
international business has continued to make significant contributions to our results.
The price proposed in the Transaction is particularly unfair in light of the
its international sales for the quarter increased 14.3% to $11.8 million
Defendants will continue to breach their fiduciary duties
Granting preliminary and permanent injunctive relief against the consummation of the
Ordering defendants to pay to plaintiff and to other members of the Class all damages
F. Granting such other and further relief as may be just and proper.
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