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MEIJA v PEAPOD Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 19,179, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: MEIJA, State: DE Delaware, UniqueCaseRef: DE>CC>00019179, Royal Ahold, Peapod, Respondent, Shares, Janis Meija, Petitioners, Paragraph, Merger, Exhibit, Allegations, Judgement, Purchase, Committee, Delaware, Petition, Controlling, Valuation, Directors, Chancery, Entitling, Price, Disclose, Janis Meija Sep-ira, Hereby, Respondent Lacks Knowledge, Information Sufficient, Admit, Fees, Special Committee, Recommend, Conflict, Chairman, Outstanding Shares, Del, Future Prospects, Assoc, Deny, Pleading, Expenses, Connection, Lansing, Supr, Facts , ContentID: 120252253

Case Documents
1 2001-12-18 PETITIONERS BRIEF IN SUPPORT OF APPLICATION FOR DEFAULT JUDGMENT
[ see first page and extracted highlights below  ] ItemID: 127251
7 pages
PDF
2 2001-12-05 RESPONSE TO APPRAISAL PETITION
[ see first page and extracted highlights below  ] ItemID: 127171
4 pages
PDF
Total Documents: 2 documents , 11 pages
Price: $ 24.95


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1 . PETITIONERS BRIEF IN SUPPORT OF APPLICATION FOR DEFAULT JUDGMENT

EXTRACTED KEY WORDS
SHARES
PEAPOD
PETITIONERS
MERGER
EXHIBIT
RESPONDENT
JUDGEMENT
PURCHASE
COMMITTEE
COURT
CONTROLLING
VALUATION
DIRECTORS
JANIS MEIJA
ENTITLING
PRICE
DISCLOSE
SPECIAL COMMITTEE
RECOMMEND
MEMBERS
CONFLICT
CHAIRMAN
CHANCERY
DELAWARE
OUTSTANDING SHARES
DEL
FUTURE PROSPECTS
SUPR
FACTS
         IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                            lN AND FOR NEW CASTLE COUNTY                                      /


JANIS MEIJA JR.  & ASSOC., P.C.
and  JANIS MEIJA SEP-IRA,

                Petitioners,                         HON. JUDGE LAMB

v                                                    Civil Action No.  19179-NC   `~~.            
PEAPOD,  INC.

                Respondent.

Janis Meija (P17593)                                 Glenn  Kurtz
Janis Meija, Jr. & Assoc., P.C.                      White  & Case, LLP
Attorney for Petitioners                             1155 Avenue of the Americas
321 W. Lake Lansing Road,  Ste.  100                 New York, NY 10036-2797
East Lansing, MI 48823
(517) 336-7115

Samuel A. Nolen
Richards, Layton  & Finger, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
                                            I


                            PETITIONERS' BRIEF IN SUPPORT OF
                        APPLICATION FOR DEFAULT JUDGMENT


       A.       Background

       On July  16,2001,   Peapod,  an online grocer, announced it had signed a definitive

merger agreement with Royal  Ahold,  a large international food concern. At the time of

the merger agreement, Royal  Ahold  already owned a controlling interest in  Peapod.





                                                                                        r--t--------



SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • JANIS MEIJA JR.
  • APPLICATION FOR DEFAULT JUDGMENT
  • On July 16,2001, Peapod, an online grocer, announced it had signed a definitive
  • the merger agreement, Royal Ahold already owned a controlling interest in Peapod.
  • Royal Ahold offered to purchase the outstanding shares of the minority owners for $2.15
  • On October 8,2001, Petitioners tiled a Petition for Appraisal asserting that the
  • Respondent was served with the Petition for Appraisal on October l&2001,
  • The Value of the Outstanding Peapod Shares
  • Barshad v Curtiss-Wright Corp., Del.
  • Supr., 535 A.2d.
  • disclosed to the directors, and how the approvals of the directors and stockholders was
  • Petitioners invite the Court's attention to several telling facts taken from
  • offer to purchase dated July 27,2001, p 1 and p 8, attached as Exhibit 2 and Exhibit 3)
  • Peapod prepared by Royal Ahold which showed a higher valuation than the $2.15 offer.
  • It did not, however, disclose the terms of the settlement other than to say that
  • An "independent special committee" was established to recommend to Royal
  • The committee members were Royal Ahold
  • Ahold] and some owned substantial amounts of Ahold shares raising conflict of interest
  • interest and deciding the value of Peapod's outstanding shares, Peapod's own Chairman,
  • On April l&2001, literally within weeks of the formal price decision, Mr. Van Gelder
  • the Chairman expressed great optimism about Peapod's future prospects
  • price Royal Ahold recently paid for those shares, the warrants entitling Royal

  • 2 . RESPONSE TO APPRAISAL PETITION

    EXTRACTED KEY WORDS
    JANIS MEIJA
    PARAGRAPH
    ALLEGATIONS
    PEAPOD
    PETITION
    COURT
    DELAWARE
    JANIS MEIJA SEP-IRA
    HEREBY
    RESPONDENT LACKS KNOWLEDGE
    INFORMATION SUFFICIENT
    ADMIT
    FEES
    CHANCERY
    ASSOC
    DENY
    LAW
    PLEADING
    EXPENSES
    CONNECTION
    LANSING
    BEAN ACQUISITION CORPORATION
    STOCKHOLDERS
    HERETOFORE WITHDRAWN
    CHARLES
    SCHWAB
    CUST
    AFFIANT SAYEM
    SWORN
    
                      IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                                      IN AND FOR NEW CASTLE COUNTY
    
     JANIS MEIJA JR. & ASSOC., P.C. and
     JANIS  MEIJA SEP-IRA,
    
                                  Petitioners,           i          Civil Action No.  19179-NC
               V.                                        i
                                                         >
     PEAPOD, INC.,
                                                         ;
                                  Respondent.            1                                           -
                                                                                             ,~        
                                                                                                       
                                    RESPONSE TO APPRAISAL PETITION                                     
             Respondent  Peapod,  Inc. ("Respondent") hereby responds to the Petition of  Janis  MZ?ja 
    
    & Assoc., P.C. and Janis  Meija SEP-IRA ("Petitioners"), as follows:                      I--      
                                                                                                       
                                                                                              _  .~
              1 .      Respondent lacks knowledge or information sufficient to enable it to admit 
    
    the allegations of paragraph 1.
    
             2 .       Admitted.
    
             3 .       Respondent lacks knowledge or information sufficient to enable it to admit or
    
    the allegations of paragraph 3.
    
             4.        Respondent lacks knowledge or information sufficient to enable it to admit or
    
    the allegations of paragraph 4.
    
             5.        Admitted.
    
             6 .       The allegations of paragraph 6 state a conclusion of law as to which no
    
    pleading is required.
    
             7 .       Denied, except admitted that in paragraph 7, Petitioners state that they make
    
    assertions.
    
              8.       Denied.
    
    RLFl-2393913-1
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • JANIS MEIJA SEP-IRA,
  • Respondent Peapod, Inc. hereby responds to the Petition of Janis MZ?ja Jr.
  • Respondent lacks knowledge or information sufficient to enable it to admit dr`deny
  • the allegations of paragraph 1.
  • Respondent lacks knowledge or information sufficient to enable it to admit or deny
  • pleading is required.
  • The allegations of paragraph 11 state a conclusion of law as to which no responsive
  • Respondent's attorneys' fee and experts' fees and expenses and all other fees and expenses
  • & Assoc., P.C. 32 1 W. Lake Lansing Road Suite 100 East Lansing, MI 48823
  • and JANIS MEIJA SEP-IRA,
  • received in connection with the merger of Bean Acquisition Corporation with and into
  • stockholders of record who have not heretofore withdrawn their demands:
  • behalf of Janis Meija, Charles
  • Schwab & Co.
  • Inc. Cust., SEP-IRA
  • FURTHER AFFIANT SAYEm NOT.
  • SWORN TO AND SUBSCRIBED
  •    |