Kerkorian refuses to give up fight

Billionaire appeals rejection of claim that he was
defrauded in DaimlerChrysler deal.

The Detroit News
Friday, April 29, 2005

By Ed Garsten / The Detroit News

Lawyers for billionaire Kirk Kerkorian and his company, Tracinda
Corp., appealed a federal judge’s ruling that he was not fooled into
supporting the 1998 merger of Chrysler Corp. and Daimler Benz AG that
created DaimlerChrysler AG.

Kerkorian, the former Chrysler Corp.’s biggest share holder, sued
DaimlerChrysler and Chairman Juergen Schrempp, saying he was led to
believe the combination of the German and American automakers would
be a “merger of equals,” but that it turned out to be a takeover.

Under a takeover, Chrysler shareholders would have been entitled to
a higher premium for their shares, Kerkorian contends.

Kerkorian’s appeal, filed with the U.S. 3rd Circuit Court of Appeals
in Philadelphia, disputes U.S. District Judge Joseph Farnan’s
determination that governance of the new company could change after
the merger was completed.

“If that’s going to be the law…the investment community should
know and the employees in Detroit should now and the whole world
should know that representations made publicly and in a proxy or in
meetings only have to last a moment in time,” Tracinda attorney Terry
Christensen said in an interview.

Kerkorian filed his suit in 2000 after Schrempp was quoted in the
Financial Times and Barron’s as saying he intended all along for the
deal to be a takeover.

In a 123-page ruling issued April 7, Judge Farnan rejected Kerkorian’s
claims that he was duped, saying he was a “sophisticated investor”
and that “Kerkorian supported the merger before he had any discussions
with anyone about corporate governance.”

The ruling came 14 months after the case went to trial in Wilmington,
Del.

While disputes over the facts of the case are not fodder for appeal,
Christensen said he’ll focus on Farnan’s “application of law.”

Michael Schell, an attorney for the New York firm representing
DaimlerChrysler, doubted the chances of success for Tracinda’s appeal.

“The U.S. District Court found no factual or legal basis for Tracinda’s
claims and an appeal will not change that,” Schell said in a written
statement. “Apart from devastating Tracinda’s case, we think the
opinion is virtually bullet-proof.”

In its filing Thursday, Tracinda’s attorneys further appealed Judge
Farnan’s November 2003 ruling that favored DaimlerChrysler in denying
Tracinda a jury trial.

You can reach Ed Garsten at (313)223-3217 or egarsten@detnews.com