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Document Preview Complaint for Declaratory and Injunctive Relief |
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Title: |
Complaint for Declaratory and Injunctive Relief |
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Entities: |
Aventis Pharmaceuticals Inc.; Novartis AG; Sanofi-Synthelabo SA; TOTAL SA; Gibbons, Del Deo, Dolan, Griffinger & Vecchione |
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Date: |
2004 |
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Size: |
Preview shows 8KB of 56KB total |
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Price: |
$51 |
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ID: |
#326910 |
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Start of Preview |
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Michael R. Griffinger (MRG-2944)
GIBBONS, DEL DEO, DOLAN
GRIFFINGER & VECCHIONE
A Professional Corporation
One Riverfront Plaza
Newark, New Jersey 07102-5496
(973) 596-4500
Attorneys for Aventis S.A.
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
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AVENTIS S.A., |
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| Civil Action No. | ||||||
| Plaintiff, |
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| v. |
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SANOFI-SYNTH?LABO S.A., |
Defendant. | |||||
COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
Plaintiff Aventis S.A. (?Aventis?), by its undersigned attorneys, for its complaint against Sanofi-Synth?labo S.A. (?Sanofi?), alleges as follows:
NATURE OF THE ACTION
1. This is an action under the Williams Act, 15 U.S.C. ? 78n, and the Declaratory Judgments Act, 28 U.S.C. ?? 2201-02, for a judgment (i) declaring that Sanofi?s public filings and public statements in connection with its proposed tender offer for the Aventis common stock owned by United States residents and Aventis American depository shares (the ?Tender Offer?) violate Section 14(d) and Section 14(e) of the Williams Act, 15 U.S.C. ?? 78n(d)&(e), and (ii) enjoining, preliminarily and permanently, Sanofi?s unlawful solicitation of Aventis shareholders through the Tender Offer.
2. One of the largest hostile tender offers of all time ? valued world wide at approximately $60 billion ? is being conducted in the United States by a foreign company in gross violation of the market?s right to full and fair disclosure, as guaranteed by United States law and the Williams Act. On January 26, 2004, Sanofi publicly announced that it was launching an unsolicited tender offer for Aventis pursuant to which Sanofi would exchange five Sanofi shares and ?69 in cash for every six Aventis shares tendered. The transaction, by which Sanofi seeks to acquire a substantially larger, direct competitor, would, if consummated, be among the largest corporate acquisitions in history. The Tender Offer is scheduled to close on May 28, 2004.
3. Leading up to its January 26 announcement and thereafter, Sanofi engaged in a concerted campaign of misinformation and half-truths designed to obfuscate the inadequacy of Sanofi?s offer and the material terms, conditions and consequences of that offer. Among other things, (i) just days before its public announcement, Sanofi emphatically denied that it was engaged in any negotiations whatsoever relating to a transaction concerning Aventis, while at the same time it was actively negotiating its planned acquisition with lenders and regulators around the world, (ii) Sanofi misled the market regarding the purported ?premium? involved in its proposal, when, in truth, the offer involves little or no premium for Aventis shareholders, (iii) Sanofi made false representations regarding the time within which it would file its pre-merger notification under the Hart-Scott-Rodino Act, and (iv) Sanofi made false statements regarding the time within which it would commence its tender offer to United States shareholders.
4. On April 12, 2004 Sanofi commenced its hostile tender offer in the United States by filing its Schedule TO and incorporated Form F-4 with the U.S. Securities and Exchange Commission. The Tender Offer followed on the heels of pending offers made on similar terms
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