Stockholders v DaimlerChrysler AG
DaimlerChrysler Merger Settlement Leaves Out Foreign Investors
Several class actions have been filed against auto manufacturer DaimlerChrysler AG (NYSE:DCX) and certain of its officers and directors by foreign stockholders who purchased the securities of DaimlerChrysler AG between November 17, 1998, and November 17, 2000, including those former foreign shareholders of Chrysler Corporation who surrendered their Chrysler shares in connection with the merger of Chrysler and Daimler-Benz on November 17, 1998. The actions claim that the defendants violated federal securities laws by misrepresenting the nature of the merger as a 'merger of equals' to avoid paying an acquisition premium to Chrysler shareholders. The stockholders seek to recover compensatory damages for the loss of value of their stock.
The merger of the companies was structured as a stock-for-stock merger and, therefore, shareholder approval by the stockholders of both companies was required. The deal between the two automotive giants was promoted as one that would unite equals through a unified management and corporate governance structure, with dual headquarters in the US and Germany. Had the transaction been described as an "acquisition," Daimler would have had to pay a control premium, which would likely have pushed the acquisition premium well above 40%-- the smaller premium received by Chrysler shareholders. The action alleges that the defendants made this representation to Chrysler shareholders in the Registration Statement, Prospectus, and Proxy, leading 97% of Chrysler shareholders to approve the merger.
In 2000, a separate securities class action lawsuit was filed on behalf of foreign and domestic investors against DaimlerChrysler pertaining to the same allegations at issue in this action. DaimlerChrysler AG recently settled the 2000 lawsuit for $300 million, but foreign investors were excluded from class settlement, and therefore will not receive any of the $300 million recovered.
If you purchased securities issued by DaimlerChrysler AG over a non-US-based exchange during the applicable period, you may request appointment by the court as a lead plaintiff if you do so by July 23, 2004. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the court must determine that your claim is typical of the claims of other class members, and that you will adequately represent the class. Under certain circumstances, one or more class members may together serve as lead plaintiffs. Your ability to share in any recovery is not affected by the decision whether or not to serve as a lead plaintiff. You may retain any counsel of your choice to serve as you in this action, or you may choose to do nothing, and remain in the class as a silent member.
