To: Doug R who wrote (13477 ) 3/18/1998 12:33:00 PM From: bazan Respond to of 79296
<ABIIB> Amer Business Info Sues To Block Metromail/Great Univ Merge OMAHA, Neb. (Dow Jones)--American Business Information Inc. (ABIIB) filed suit in the Delaware to block the $800 million merger between the Great Universal Stores PLC and Metromail Corp. (ML). In news release Wednesday, American Business said that separately it offered to purchase Metromail for $850 million, including the assumption of debt. American Business is offering to pay $33 a share for Metromail, plus any additional benefits derived from voiding the $15 million breakup fee granted to Great Universal Stores. American Business Information alleges the Great Universal Stores/Metromail merger contains provisions that are improper in an auction process, including a $15 million breakup fee and agreements to buy shares from Metromail and three of its officers and directors. The complaint also alleges other self-dealing by three of Metromail's managers. The suit seeks removal of Great Universal's options to purchase shares from Metromail and from the three managers and the removal of the $15 million breakup fee, as well as the reversal of certain other allegedly improper activities. The share purchase agreements, which would transfer 51% control of Metromail to Great Universal Stores without any tender offer, becomes unconditional after March 30, unless the Delaware Chancery Court issues an injunction prohibiting the merger and share purchase provisions. If no legal action is taken before March 30, Great Universal Stores will become the majority shareholder of Metromail as of March 31, precluding Metromail shareholders from accepting any other offers. The suit states that American Business engaged in good faith in the auction process, including executing a confidentiality agreement that prohibited it from making an offer to purchase Metromail shares with consent of Metromail's board. American Business said it had given the Metromail board letters stating its intention to purchase Metromail shares for more than $32 a share, subject to the completion of its due diligence. Metromail didn't give American Business access to due diligence materials until March 9. American Business said it hadn't completed its due diligence process at the time of the announcement of the Great Universal-Metromail merger deal. A spokesmen for Metromail had no comment on the lawsuit. A spokesman for Great American wasn't immediately available for comment. NYSE-traded shares of Metromail closed at 31 7/8 Tuesday. As reported, catalog shopping company Great Universal Stores launched a $31.50 a share cash bid for Metromail earlier in March, valuing the U.S. database and direct marketing group at $831 million, including debt.