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Green & Jigarjian LLP Files Action to Stop Clayton Homes Merger with Berkshire Hathaway
SAN FRANCISCO, May 21, 2003: Green & Jigarjian LLP announced that on May 16, 2003 it filed an action in the Delaware Chancery Court to enjoin the merger between Clayton Homes, Inc. (NYSC:CMH) and a subsidiary of Berkshire Hathaway, Inc. (NYSC:BRK.A) (NYSC:BRK.B).
According to the complaint, the directors of Clayton Homes breached their fiduciary duties to shareholders when they agreed to:
| | - sell Clayton Homes at the inadequate price of $12.50 per share when the company is worth well above that amount;
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| | - not test the Berkshire Hathaway offer price in the market;
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| | - include a termination fee of $35 million; and
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| | - preclude the directors from even considering a superior proposal after the arbitrary date of May 9, 2003.
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The Clayton Family Foundation and James L. Clayton own 28% of the company's outstanding shares and have agreed to vote their shares solely in favor of the Berkshire Hathaway bid. This action benefits the ongoing interests of Clayton family members who remain with the company following the completion of the merger, at the expense of outside shareholders.
This court action follows well-publicized dissatisfaction with the merger expressed by some of Clayton Homes institutional shareholders and analysts who follow the company.
A copy of the Complaint is available from the court or from Green & Jigarjian LLP. You may also contact the firm of Chimicles & Tikellis LLP
(302) 656-2500. Please direct your inquiries concerning the Clayton Homes action to Robert S. Green or Robert A. Jigarjian by telephoning (415) 477-6700 or emailing gj@classcounsel.com.
The attorneys of Green & Jigarjian LLP have extensive nationwide experience in
prosecuting complex cases involving securities fraud, breach of fiduciary duty by company management and other violations of the rights of investors. To visit our website for more information, please go to http://www.classcounsel.com.
Contact Person: Robert S. Green
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