LV suits filed over mega computer merger

Thursday, Feb. 19, 1998 | 10:41 a.m.

Three lawsuits have been filed in Las Vegas over Computer Associates International's hostile $9.8 billion takeover bid for Computer Science Corp.

Two of the suits were filed by shareholders and allege Computer Science harmed their financial interests by rejecting Computer Associates' originally friendly merger offer. Computer Associates filed a separate suit against Computer Science.

Neither company is based here -- Computer Science is based in California and Computer Associates in New York -- but Computer Science was incorporated in Nevada in 1959. It couldn't be determined whether shareholders suing Computer Science are from Nevada.

Computer Associates' initial $100 per share offer represented a 17 percent increase over Computer Science's Feb. 10 closing price and 35 percent more than the average price "over the preceding few months," the shareholder suits said. Computer Associates this week raised its bid to $108, or $9.8 billion.

Computer Associates' federal suit seeks a declaration that Computer Science's bylaws and Nevada state law permits Computer Associates to seek written permission from two-thirds of Computer Science's shareholders to oust the majority of its board of directors and to fill those vacancies. If that fails, Computer Associates indicated it would try to replace the Computer Science board at a stockholders' meeting in August.

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