Last night, Landesbank Berlin Investment GMBH filed a shareholders' putative class action complaint, seeking (among other things) equitable relief -- from Judge Cavanaugh's federal District courtroom-bench, in Newark, New Jersey. [He is the same very able jurist handling all the other Schering-Plough/Vytorin-related litigation.]
This wholly-new suit alleges that the Schering-Plough board, and CEO Hassan, each personally breached (or, as below, SCH-IRCK'ed!) their fiduciary duties of loyalty, good faith and due care -- by endorsing such a low offer for Schering-Plough, and then, so-tightly limiting the ability of Schering-Plough to even entertain, let alone accept, a superior proposal. The suit also alleges that certain structural aspects of the reverse merger are intended primarily to benefit Schering-Plough senior executives, at the expense of a potentially superior structure, for the benefit of Schering-Plough's common shareholders.
Finally, Landesbank seeks to enjoin -- or halt -- the transaction altogether, so that a more transparent, open, and orderly auction process may ensue. Fascinating. Doubly so, that it was apparently brought by an institutional investor, not an individual. Buckle-up, here's the new logo [click to enlarge]!
Breaking with my usual prior practice -- I'll not quote any snippet, here -- I'll simply let you digest the 16 page-complaint (a PDF file), at your leisure. It is a very-worthy read.
In any event, Monday's NYSE open ought to be rather interesting, after the Merck-related run-up in today's NYSE session. The suit is captioned Landesbank v. Schering-Plough, et al. (Case No. 09-1099, US Dist. Ct., N.J., Complaint filed March 12, 2009).
UPDATED @ 3.15.09 PM -- Now, New and Improved! -- With "Whistle While You Schmerck" Action!: