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Exhibit (a)(1)(RRR)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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DOLPHIN LIMITED PARTNERSHIP I, L.P., et al, :
:
Plaintiffs :
:
v. :
:
NCS ACQUISITION CORP. and OMNICARE, INC. : C.A. No. 20101
:
Defendants, :
:
- ---------------------------------------------------X
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ANSWER OF THE NCS DEFENDANTS IN INTERVENTION
Defendants NCS HealthCare, Inc., Boake A. Sells and Richard L. Osborne
(collectively, the "NCS Defendants"), by their attorneys, Skadden, Arps, Slate,
Meagher & Flom LLP, respond as follows to the allegations of the Complaint:
1. The NCS Defendants lack knowledge or information sufficient to form a
belief as to the truth of the allegations in the first sentence of paragraph 1
of the Complaint, except admit that NCS is being acquired by Omnicare and its
wholly owned subsidiary, NCS Acquisition Corp., pursuant to a tender offer and
merger at $5.50 per share. The NCS Defendants deny the allegations in the second
and third sentences of paragraph 1 of the Complaint. As to the allegations in
the fourth sentence of paragraph 1 of the Complaint, the NCS Defendants admit,
with the
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clarification that NCS stockholders would have received one tenth of a share of
Genesis Common Stock for each share of NCS Common stock they held, which
consideration was valued at $1.60 as of July 28, 2002, the date the NCS/Genesis
Merger Agreement was executed. The NCS Defendants admit the allegations in
sentences five, six and seven of paragraph 1 of the Complaint. The allegations
of the eighth sentence of paragraph 1 of the Complaint do not require a
response.
2. The NCS Defendants lack knowledge or information sufficient to form a
belief as to the truth of the allegations in paragraph 2 of the Complaint,
except admit that the named plaintiffs were plaintiffs in the Shareholders
Action.
3. Admitted.
4. The NCS Defendants admit the allegations in the first sentence of
paragraph 4 of the Complaint, and deny the remaining allegations.
5. The NCS Defendants deny the allegations in the first sentence of
paragraph 5 of the Complaint. The NCS Defendants deny the allegations in the
second sentence of paragraph 5, except admit that the Director Defendants
entered into the Genesis Merger Agreement. As to the remaining allegations, the
NCS Defendants respectfully refer the court to the NCS/Genesis Merger Agreement
for its terms and deny the remaining allegations to the extent they are
inconsistent therewith.
6. Admitted.
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7. Admitted.
8. Admitted.
9. Admitted.
10. Admitted.
11. Admitted.
12. Admitted.
13. Admitted.
14. Admitted.
15. Admitted.
16. The NCS Defendants admit the allegations in the first two sentences of
paragraph 16. As to the remaining allegations, the NCS Defendants respectfully
refer the Court to the Order of the Delaware Supreme Court dated December 10,
2002, for its contents, and deny the remaining allegations to the extent they
are inconsistent therewith.
17. Admitted.
18. Admitted.
19. The NCS Defendants admit the allegations in the first two sentences of
paragraph 19 of the complaint, and deny the remaining allegations.
20. The NCS Defendants respectfully refer the Court to the Agreement and
Plan of Merger by and among Omnicare, NCS Acquisition Corp, and NCS,
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dated December 17, 2002, for its contents, and deny the allegations of paragraph
20 to the extent they are inconsistent therewith.
21. Denied.
22. Denied.
23. Denied.
AFFIRMATIVE DEFENSES
FIRST AFFIRMATIVE DEFENSE
Plaintiffs are barred in whole or in part because the NCS/Omnicare Merger
Agreement calls for Omnicare to pay NCS stockholders $5.50 "net to the seller in
cash" and does not permit Omnicare to reduce that price. In addition, that
provision of the Merger Agreement was negotiated with the full knowledge on the
part of Omnicare of the participation by the stockholder plaintiffs, and no
right of set-off of merger consideration to pay attorney's fees was ever
requested by Omnicare.
SECOND AFFIRMATIVE DEFENSE
Plaintiffs' claims are barred in whole or in part because, pursuant to Court
of Chancery Rule 17, they are not brought in the name of the real party in
interest.
WHEREFORE, the Defendants respectfully request that this Court enter an
Order and Judgment:
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(i) denying Plaintiffs' Motion for a TRO;
(ii) awarding NCS the reasonable costs of suit, including reasonable
attorneys' fees; and
(iii) grant such other relief as the Court deems just and proper.
Respectfully submitted,
/s/ Edward P. Welch
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Edward P. Welch
Edward B. Micheletti
Katherine J. Neikirk
James A. Whitney
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
(302) 651-3000
Attorneys for NCS HealthCare, Inc.
Boake A. Sells and Richard L.
Osborne
OF COUNSEL:
Mark A. Phillips
BENESCH, FRIEDLANDER, COPLAN
& ARONOFF LLP
2300 BP Tower, 200 Public Square
Cleveland, OH 44114-2389
(216) 363-4500
DATED: December 30, 2002
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CERTIFICATE OF SERVICE
I,Katherine J. Neikirk, hereby certify that on December 30, 2002, I caused
two copies of the Notice of Motion, the NCS Defendants' Motion to Intervene,
Order and Answer of the NCS Defendants in Intervention to be served upon the
following counsel of record in the manner indicated below.
BY HAND DELIVERY
Joseph A. Rosenthal, Esquire
Rosenthal Monhait, Gross & Goddess, P.A.
Mellon Bank Center, Suite 1401
Wilmington, Delaware 19801
Donald J. Wolfe, Jr., Esquire
Potter Anderson & Corroon LLP
1313 North Market Street
Wilmington, DE 19899
Robert J. Kriner, Jr., Esquire
Chimicles & Tikellis LLP
One Rodney Square
Wilmington, DE 19899
/s/ Katherine J. Neikirk
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Katherine J. Neikirk
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