SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
ROLLING INVESTOR GROUP, INC.,
BERLITZ INTERNATIONAL, INC., JAMES KAHL, EDWARD G. NELSON,
ROBERT L. PURDUM, ANTONY P. RESSLER, SOICHIRO FUKUTAKE, LAWRENCE M.
BERG,TAKURO ISODA, JAMES LEWIS, ROBERT MINSKY, MAKOTO OBARA, BENESSE
CORPORATION and BENESSE HOLDINGS INTERNATIONAL, INC.,
Plaintiff states for its complaint as follows:
This action arises out of an improper scheme and plan by Benesse Corporation ("Benesse") and Benesse
Holdings International, Inc. ("collectively also "Benesse") who are the majority shareholders of Berlitz
International, Inc. ("Berlitz" or the "Company"), to acquire the remaining equity interest of the Company they do
not already own in a going-private transaction for grossly inadequate consideration and without adequate
procedural protections customarily afforded public shareholders under such circumstances. Plaintiff alleges that, in
connection with the proposed transaction, the defendants have engaged and are continuing to engage in acts of
self-dealing, unfair dealing, gross overreaching and breaches of their fiduciary duties, all in an effort to enable
Benesse to acquire the remaining outstanding shares of the Company for as little as possible. Plaintiff alleges that
it and other
on behalf of itself and all others similarly situated, Index No.
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JURY TRIAL DEMANDED
public stockholders of Berlitz are entitled to enjoin the transaction, or alternatively, recover damages in the event
the transaction is consummated.
1. Plaintiff Rolling Investor Group, Inc. is and has been at all relevant times been the owner of Berlitz common
2. (a) Defendant Berlitz is a corporation organized and existing under the laws of the State of New York, with its