Conoco Holder Fights Merger

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Conoco Holder Fights Merger

11/28/2001
HOUSTON -- A Conoco Inc. shareholder has sued the energy company and its directors in hopes of blocking its proposed $15 billion merger with Bartlesville, Okla.-based Phillips Petroleum Co.In a class action suit filed in the Delaware Chancery Court, plaintiff Michael Iorio charged that the Phillips merger "enriches Conoco management at the expense of the Conoco public stockholders without an appropriate process to maximize the sale price of Conoco."Iorio contends that other potential offers should be entertained, Reuters reported.On Nov. 19, Conoco announced it had entered into an agreement to merge with Phillips to create ConocoPhillips. Under the deal, each share of Conoco common stock would be exchanged for 0.4677 share of Phillips, or $24.30 based on Phillips' Nov. 16 closing price. Phillips' Chairman James Mulva would head up the combined company and the 16-member board would be divided equally between Conoco and Phillips representatives.Iorio argued that the Conoco directors have a fiduciary duty to conduct "an appropriate market check" and fully investigate alternatives, Reuters said. Iorio also is seeking unspecified damages to the class "as a result of the wrongful conduct" of the directors.