DaimlerChrysler Comments on Tracinda Statement Regarding English High Court Ruling
STUTTGART, Germany and NEW YORK, Feb. 27 -- DaimlerChrysler AG issued the following statement commenting on Tracinda Corporation's inflammatory response to today's decision by the High Court of Justice Queen's Bench Division regarding the release of a Financial Times tape.
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"We will not engage in a trivial debate about anything that is not central to Tracinda's securities action against DaimlerChrysler. The facts relevant to that suit are clear, unequivocal, and contained in the memoranda filed by us last week in the U.S. District Court for the District of Delaware."
The text of DaimlerChrysler's press release from February 19, which outlines the highlights of those memoranda, follows:
DaimlerChrysler Says Tracinda Asks It to Re-File Court Brief, Disclosing Formerly Confidential Tracinda Information
STUTTGART, Germany and NEW YORK, Feb. 19 /PRNewswire-FirstCall/ -- DaimlerChrysler AG said today it is pleased that Tracinda Corporation has now authorized DaimlerChrysler to re-file an unredacted version of DaimlerChrysler's memorandum in support of its motion for summary judgment in the Delaware securities action begun by Tracinda in November 2000.
Tracinda initially did not authorize publication of confidential Tracinda information obtained by DaimlerChrysler in discovery and used in the memorandum to support DaimlerChrysler's positions. As a result, the public version of the memorandum initially filed this morning was extensively redacted. DaimlerChrysler had not redacted any of its own information from the filing.
The unredacted brief includes, among other statements, the following: * "Tracinda Believed the Merger Was 'Compelling' and the Time for It Was 'Now.' -- By early March Tracinda already had concluded the proposed business combination was 'compelling.' This was long before it received the 'detailed proposal for effectuating the "merger of equals"' Eaton allegedly told [Tracinda Chairman Kirk] Kerkorian would be presented to Chrysler's Board in May. In a memorandum to Kerkorian and [Tracinda executive and Chrysler director James] Aljian dated March 4, 1998, [Tracinda Vice Chairman Jerry] York concluded the '[s]ituation is compelling to do the merger' and '[n]ow is the time to do it, b[e]fore the Chrysler-specific risks materialize.' York stressed 'no conceivable Chrysler standalone plan can achieve the value of the synergies of a merger.'" * "Tracinda Concluded in April 1998 Chrysler Should Not Seek a Higher 'Buyout Price.' -- By April 1998, Tracinda believed the potential value of a merger between Chrysler and Daimler-Benz was so great and was so eager for the proposed transaction to be consummated that it feared Chrysler would bargain for too high a 'buyout' price. York was especially concerned Daimler-Benz shareholders would not approve a transaction at a higher price." * "Tracinda Admits the Business Combination Agreement Embodied the 'Merger of Equals' It Expected. -- Kerkorian admitted the Business Combination Agreement 'fully reflected and effectuated the merger of equals that Eaton' told him about. Aljian conceded all the terms that were important to Kerkorian were included in the Business Combination Agreement. This sworn testimony confirms Tracinda's prior judicial admission the Business Combination Agreement 'detailed the manner in which Daimler-Benz and Chrysler would "combine ... in a merger of equals transaction." * "Tracinda Intentionally ... Disclos[ed] the Negotiations to The Wall Street Journal Prior to Final Action on the Merger.... -- On May 5, 1998, Aljian used the Helmsley-Palace Hotel fax to transmit to York a confidential Chrysler draft press release and other draft media materials he had received under cover of strict confidentiality in his capacity as a Chrysler director. On the morning of May 6, 1998, before Chrysler's Board approved the Merger, The Wall Street Journal reported, based on statements made by 'people familiar with the talks,' that the companies were engaged in negotiations and 'Chrysler Might Merge With Daimler-Benz -- Or be Taken Over.' Tracinda admits it was the source of The Wall Street Journal's information ..."
DaimlerChrysler says the brief further supports its defense that there is no evidence supporting Tracinda's claim of fraud.
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