U.S. Robotics named in two more shareholder suits
Reuters Story - May 16, 1997 16:24
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CHICAGO, May 16 (Reuter) - U.S. Robotics Corp said
another two stockholder suits have been filed against the
company over its proposed merger with 3Com Corp ,
bringing the total to seven.
U.S. Robotics previously said five suits were
filed on February 27, the day following the merger
announcement, and in a filing this week with the Securities and
Exchange Commission said another two have been filed.
"The company and 3Com believe that all of these lawsuits
are meritless and the company intends to oppose them
vigorously," U.S. Robotics said in the filing.
On February 28, a suit was filed in the Court of Chancery
of the State of Delaware, and on March 26 another was filed in
the Circuit Court of Cook County, Illinois.
The Delaware suit alleges the directors accepted an "unfair
and grossly inadequate" offer in light of recent operating
results and trading prices of both companies, U.S. Robotics
said. It names U.S. Robotics, individual members of the
company's board and 3Com.
The Illinois suit alleges the board negotiated "an
unconscionably high termination or 'lock up' fee." According
to the filing, the suit alleges the directors have "effectively
deprived their shareholders of their voting rights, since if
they do not approve the merger, their company will suffer stiff
penalties".
In February, U.S. Robotics and 3Com agreed to a merger
under which shareholders will receive 1.75 shares of 3Com stock
for each U.S. Robotics share held. |
