American Pharmaceutical Partners Inc. Case 12/07/2005
On November 27, 2005, American Pharmaceutical Partners, Inc. (“American Pharmaceutical”), which was publicly
traded, entered into an Agreement and Plan of Merger with privately-held American BioScience, Inc. (“ABI”) (the “Merger
Agreement”), under which ABI eventually merged with and into American Pharmaceutical in a stock-for-stock transaction
(the “Merger”). Prior to the Merger, ABI owned approximately 66.2% of the shares of American Pharmaceutical. This
Action challenged the merger as financially unfair to public shareholders, and a breach of fiduciary duty by the directors of
Specifically, on December 7, 2005, (i) plaintiff William H. Olinger filed a putative class action in this Court entitled
Olinger v. Soon-Shiong, et al., C.A. No. 1823-VCL (the “Olinger Action”) asserting breach of fiduciary duty claims against
Defendants; (ii) plaintiff Martin Senson filed a lawsuit in this Court entitled Senson v. Soon-Shiong, et al., C.A. No. 1826-
VCL (the “Senson Action”), alleging both putative class action and shareholder derivative claims against the Defendants
and American Pharmaceutical; and (iii) plaintiff Market Street Securities, Inc. filed a lawsuit in this Court entitled Market
Street Securities, Inc. v. American BioScience, Inc., et al., C.A. No. 1827-VCL (the “Market Street Action”), alleging both
putative class action and shareholder derivative claims against the Defendants, ABI and American Pharmaceutical. All
three actions alleged, in substance, that the Merger unfairly benefited ABI and its shareholders, who were also controlling
shareholders of American Pharmaceutical.
As of December 31, 2007, there were approximately 160 million shares of APP outstanding, of which
approximately 132 million were owned by insiders and would be excluded from the Class. As of the same date, there
were approximately 40 million shares of Abraxis outstanding, of which approximately 33 million were owned by insiders
and would be excluded from the Class.
If the Settlement is approved by the Court, on or before August 15, 2008, Defendants shall pay or cause to be
paid in to an escrow account (the “Settlement Account”) the aggregate sum of $14.3 million.