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Shareholder Class Action - Corporate Transaction
The Bear Stearns Companies, Inc.
On March 24, 2008 Chimicles & Tikellis LLP filed the first shareholder class action lawsuit (�Lawsuit�) in the Court of Chancery of the State of Delaware against The Bear Stearns Companies, Inc. (�Bear Stearns� or the �Company�), JPMorgan Chase & Co. (�JPMorgan�), and certain of Bear Stearns� officers and directors, challenging the recently amended terms of JPMorgan�s previously announced acquisition of Bear Stearns. The deal, as first announced on March 16, 2008, provided that JPMorgan would acquire Bear Stearns in exchange for .05473 shares of JP Morgan stock for each share of Bear Stearns, representing an implied Merger consideration of $2.00 per share for Bear Stearns at the time of that announcement. On March 24, 2008, however, the Merger Agreement was purportedly amended to, among other things, increase the Merger Consideration to .21753 JPMorgan shares for each share of Bear Stearns. In addition, the Amended Merger Agreement permits JPMorgan to purchase 95 million newly issued Bear Stearns shares for $10 per share, which will convey approximately 39.5% voting power to JPMorgan without approval by Bear Stearns� shareholders (�Lock Up Stock Sale�). The Lock Up Stock Sale is reportedly expected to close on or before April 8, 2008.
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