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Executive Summary

RORER BOARD TO REVIEW "POISON PILL" SHAREHOLDER VOTE AT NEXT MEETING scheduled for May 28, the firm said in a May 4 press release announcing the results of a "preliminary count" of the non-binding vote on Cooper's proposal to rescind management's antitakeover bylaws amendment. However, the firm said that although the vote will be certified by that time, it declined to "speculate whether any action on the rights plan would be taken" by the board at the May 28 meeting. Rorer and Cooper offered differing interpretations of the early vote tally. In a separate same-day release, Cooper maintained that shareholders "approved Cooper's resolution requesting Rorer's directors to eliminate Rorer's poison pill by a vote of 51.46% to 42.08% with 6.4% abstaining." In total, approximately 82% of the 21.4 mil. Rorer shares were voted. Rorer's release said that Cooper "failed to win a majority of Rorer's outstanding shares in support of Cooper's non-binding proposal." Basing their statistics on the total number of outstanding shares, the firm said that 42.1% voted for Cooper's proposal while 34.4% voted against it. Rorer also noted that "excluding the 'special interest' shares voted by both Cooper Laboratories, which holds 4.96% of Rorer stock, and Dow Chemical, which holds 9.5% and had announced its support of the Cooper proposal early in the proxy contest, a majority of shares were voted to retain the rights plan." The Rorer poison pill amendment was adopted in Feburary. The antitakeover provision would allow stockholders to purchase at a 50% discount the stock of an acquiring company in an acquisition unapproved by Rorer's board.

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