IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
_________-_____-__-_____________________--------- ,
EVAN STOOPLER AND AMY
STOOPLER, / CivilActionNo. /$$v?dL
t
Plaintiffs,
COMPLAINT
- against -
,
GLENN S. MEYERS, WILLIAM F.
STASIOR, MARC J. ROWAN, ANDREW
D. AFRICK, MICHAEL S. GROSS,
RICHARD T. :LIEBHABER, JEFFREY M.
KILLEEN, APOLLO ADVISORS, L.P.,
APOLLO INVESTMENT FUND IV, L.P.,
APOLLO ADVISORS IV, AIF IV/RRRR
LLC, APOLLO MANAGEMENT, L.P.,
RARE MEDIUM GROUP, INC., and
MOTIENT CORPORATION,
Defendants.
Plaintiffs, by their attorneys, allege the following upon information and
for those allegations which pertain to plaintiffs, which allegations are based upon personal
knowledge as follows:
THE PARTIES
I. Plaintiffs are, and at all relevant times were, the owners of
20,000 shares of the common stock of Rare Medium Group ("Rare Medium" or the "Company").
Plaintiffs held such shares since prior to the Merger Transaction (defined below).
2. Nominal Defendant Rare Medium is a corporation organized and existing
under the laws of the State of Delaware with its principal executive offices located at 565 Fifth
Avenue, 29th Floor, New York, New York 100 17. Rare Medium provides Internet and e-commerce
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business solutions. The Company's services include digital business and marketing strategy and
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
APOLLO ADVISORS IV, AIF IV/RRRR LLC, APOLLO MANAGEMENT, L.P.,
MOTIENT CORPORATION,
Plaintiffs, by their attorneys, allege the following upon information and belief, except
20,000 shares of the common stock of Rare Medium Group.
Plaintiffs held such shares since prior to the Merger Transaction.
investment funds, including Apollo Investment Fund IV, L.P. As of the date of the last filed
He is also a partner of Apollo Advisors, L.P. As reported in the Company's last
Mr. Gross is one ofthe founding principals of Apollo
together with its affiliates, acts as the managing general partner of several private
These entities include defendants Apollo Investment Fund IV, L.P., a Delaware
Collectively, the Individual Defendants
Individual Defendants owe fiduciary duties of good faith, loyalty, fair dealing, due care,
behalf of themselves and all other public stockholders of the Company,
Excluded from the Class are the defendants herein, members of their immediate families, any
NASDAQ National Market under the symbol "RRRR".
This class action is brought on behalf of the public shareholders of Rare Medium to
enjoin a proposed merger transaction which provides substantial benefits to Rare Medium's
controlling shareholder at the expense and to the detriment of the public shareholders of the
premium to the current stock price.
million shares of XM Satellite Radio Holdings, Inc., a public company in which
plus $13 million in cash.
Apollo is receiving a substantial premium to the $90 million liquidation preference which
Merger Transaction is the product of unfair dealing and will result in the public shareholders
ICAUSE OF ACTION FOR BREACH OF rmWCIARY DUTY
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