To: Glenn Petersen who wrote (647 ) 2/20/2005 9:25:31 AM From: richardred Respond to of 7243 Poor Quest has a superior bid. MCI wants to be adopted but is looking for muscle over money in a parent. The MCI extended family is not happy. The adoption papers have already been signed. <200 million break up fee> MCI shareholder sues to block Verizon deal-lawsuit Sat Feb 19, 2005 02:25 PM ET By Jessica Hall PHILADELPHIA, Feb 19 (Reuters) - An MCI Inc. (MCIP.O: Quote, Profile, Research) shareholder sued to block the long-distance telephone company's $6.6 billion takeover by Verizon Communications Inc.(VZ.N: Quote, Profile, Research) , saying the price was too low. The lawsuit, which was filed on Friday in Delaware, said MCI and its board of directors breached their fiduciary duties "by depriving MCI's public stockholders of maximum value to which they are entitled." A copy of the lawsuit, which seeks class-action status on behalf of MCI shareholders, was obtained by Reuters on Saturday. The lawsuit claimed the amount Verizon would pay is "unconscionable, unfair and grossly inadequate" compared with the "intrinsic value" of MCI's common stock and future growth prospects, as well as the scarcity value of the company's assets in the quickly consolidating communications industry. Late on Sunday, MCI agreed to be acquired by Verizon, the nation's largest telephone company, rejecting a higher offer worth $7.75 billion from Qwest Communications International Inc (Q.N: Quote, Profile, Research) . Some MCI shareholders have complained that the Verizon deal offer undervalued MCI and urged Qwest to come forward with a better bid. MCI Chief Executive Michael Capellas met with shareholders this week to try to alleviate their concerns. Leon Cooperman, chairman of Omega Advisors, a New York hedge fund that owns 2.9 percent of MCI's shares, said he was disappointed in Verizon's offer and questioned why Qwest's bid was not accepted. MCI, Verizon and Qwest declined to comment on the lawsuit. The suit said shareholders representing 11 percent of MCI's stock have said the company's board should reconsider Qwest's bid. The filing did not name those shareholders. The lawsuit, filed by Joseph Pojanowski in the Court of Chancery in Delaware, seeks to prevent the Verizon-MCI deal under the current terms. Pojanowski did not disclose how many shares of MCI he owned. The suit also asks the company's board to create an auction for the company and hold serious negotiations with any bona fide bidder. "MCI's board, in violation of their fiduciary duties, failed to conduct a full evaluation of the merger, gave only minimal consideration to the (Qwest) deal and failed to make an informed decision." Qwest on Wednesday said it would make a new offer for MCI after reviewing the details of Verizon's winning deal. Qwest did not disclose what it would be willing to pay for MCI, the No. 2 long-distance telephone and data services company. Verizon would receive a $200 million breakup fee if MCI walked away from their merger agreement, the companies previously said. © Reuters 2005. All Rights Reserved. yahoo.reuters.com