Bear Stearns/JPMorgan Buyout: Wayne County Employees Retirement System v. Cayne, et al.

Filed March 24, 2008, DE Court of Chancery.  On March 24, 2008 C&T 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 for implied Merger consideration of $2.00 per share. 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%.