| Company: | DaimlerChrysler AG |
| Ticker Symbol: | NYSE: DCX |
| Class Period: | November 17, 1998 to November 17, 2000 |
| Court: | District, DE |
| Date Filed: | May-25-04 |
| Lead Plaintiff Deadline: | Jul-26-04 |
| Allegations: |
A class action lawsuit was filed on May 24, 2004, on behalf of all persons and entities who are NOT citizens or residents of the United States who purchased or otherwise acquired the securities of DaimlerChrysler AG ("DaimlerChrysler" or the "Company") (NYSE:DCX) between November 17, 1998 and November 17, 2000, including those former shareholders of Chrysler Corporation ("Chrysler") who surrendered their Chrysler shares in connection with the merger of Chrysler by and into the Company on or about November 17, 1998, on or through a securities exchange NOT based in the United States.
The action seeks to pursue remedies under Sections 10(b), 20(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933.
The action, numbered 04-331, is pending in the United States District Court for the District of Delaware, against defendants DaimlerChrysler, Daimler-Benz AG, Jurgen E. Schrempp, Eckhard Cordes, Manfred Gentz, Jurgen Hubbert, Manfred Bischoff, Kurt Lauk, Klaus Mangold, Heiner Tropitzsch, Klaus-Dieter Vohringer, Dieter Zetsche and Thomas Sonennberg.
The complaint alleges that defendants issued a number of materially false and misleading statements in order to get shareholder approval for the proposed merger of Chrysler and Daimler-Benz. For example, defendants misrepresented that the transaction would be structured as a "merger-of-equals" that would result in a newly formed entity with dual headquarters in the U.S. and Germany, whose officers and directors would be comprised of the officers and directors of the former constituent companies equally. Defendants characterized the transaction as a merger-of-equals, as opposed to an "acquisition," because, pursuant to applicable law, an acquisition requires the acquieror to pay a sizable "control premium" for the shares of the company being acquired whereas a merger-of-equals requires no such premium, or a much smaller one. Defendants misrepresented that the transaction would be a merger-of-equals in order to purchase Chrysler on the cheap. In fact, as investors would learn only after the end of the Class Period, the transaction was not a merger-of-equals, but rather, a takeover of Chrysler by Daimler-Benz, with former Daimler-Benz executives taking control, over time, of the newly formed DaimlerChrysler and Chrysler relegated to the status of a subordinate division. In addition, defendants continued to falsely tout the success of the merger and the growth that the Company supposedly was experiencing. In fact, defendants had artificially inflated the reported results by prematurely recognizing revenues and understating costs in the quarter preceding the merger. The truth was revealed on November 17, 2000, when the Company reported financial results that fell well below defendants' guidance. Then, on, March 5, 2001, a former Chrysler executive was quoted in Forbes as stating that defendants had prematurely recognized revenues in the quarter preceding the merger to drum up support. Class members acquired their shares at artificially inflated prices and were damaged by defendants' conduct.
If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
The action seeks to pursue remedies under Sections 10(b), 20(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act of 1933.
The action, numbered 04-331, is pending in the United States District Court for the District of Delaware, against defendants DaimlerChrysler, Daimler-Benz AG, Jurgen E. Schrempp, Eckhard Cordes, Manfred Gentz, Jurgen Hubbert, Manfred Bischoff, Kurt Lauk, Klaus Mangold, Heiner Tropitzsch, Klaus-Dieter Vohringer, Dieter Zetsche and Thomas Sonennberg.
The complaint alleges that defendants issued a number of materially false and misleading statements in order to get shareholder approval for the proposed merger of Chrysler and Daimler-Benz. For example, defendants misrepresented that the transaction would be structured as a "merger-of-equals" that would result in a newly formed entity with dual headquarters in the U.S. and Germany, whose officers and directors would be comprised of the officers and directors of the former constituent companies equally. Defendants characterized the transaction as a merger-of-equals, as opposed to an "acquisition," because, pursuant to applicable law, an acquisition requires the acquieror to pay a sizable "control premium" for the shares of the company being acquired whereas a merger-of-equals requires no such premium, or a much smaller one. Defendants misrepresented that the transaction would be a merger-of-equals in order to purchase Chrysler on the cheap. In fact, as investors would learn only after the end of the Class Period, the transaction was not a merger-of-equals, but rather, a takeover of Chrysler by Daimler-Benz, with former Daimler-Benz executives taking control, over time, of the newly formed DaimlerChrysler and Chrysler relegated to the status of a subordinate division. In addition, defendants continued to falsely tout the success of the merger and the growth that the Company supposedly was experiencing. In fact, defendants had artificially inflated the reported results by prematurely recognizing revenues and understating costs in the quarter preceding the merger. The truth was revealed on November 17, 2000, when the Company reported financial results that fell well below defendants' guidance. Then, on, March 5, 2001, a former Chrysler executive was quoted in Forbes as stating that defendants had prematurely recognized revenues in the quarter preceding the merger to drum up support. Class members acquired their shares at artificially inflated prices and were damaged by defendants' conduct.
If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
If you feel you qualify for damages or remedies that might be awarded in this class action please fill in our form on the right to submit your complaint.
If your injustice does not match the complaint described above, please use this form to register your complaint. Thank you.
