Chemed Corporation

Chemed Corporation

Chemed Corporation Securities Settlement

The lawsuit was settled for $6 million in cash on February 6, 2014. The following is a summary of the proceedings in this lawsuit: ‘This is a federal securities fraud class action that is pending before Judge Michael R. Barrett in the United States District Court for the Southern District of Ohio. Lead Plaintiffs are the Electrical Workers Pension Fund, Local 103, I.B.E.W., and the Greater Pennsylvania Carpenters Pension Fund. Defendant Chemed, a Delaware corporation, is a Cincinnati-based corporation whose wholly owned subsidiary, VITAS Healthcare Corporation, is one of the nation largest hospice providers. The operative complaint in the Action, the Second Amended Complaint, dated February 6, 2014 (the Complaint), alleges that Lead Plaintiffs and other Settlement Class Members purchased the capital stock of Chemed at prices artificially inflated as a result of the Defendants alleged dissemination of allegedly materially false or misleading statements. The Complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 10b-5 promulgated thereunder. The Defendants deny any and all liability or wrongdoing whatsoever in connection with the claims asserted in the Action as well as all claims that that could have been asserted by Lead Plaintiffs or Settlement Class Members in connection with the purchase or acquisition of Chemed capital stock during the Class Period. With the assistance of former Vice Chancellor of Delaware Court of Chancery Stephen Lamb acting as a mediator, Lead Plaintiffs, by their counsel, conducted lengthy discussions and arm-length negotiations with counsel for Defendants on September 16, 2013, with a view to achieving a compromise and settlement of this Action and all issues in dispute between them, and achieving the best relief possible consistent with the best interests of the Settlement Class. Based upon their investigation, consultation with experts, and the assistance of the mediator, Co-Lead Counsel have concluded that the terms and conditions of the Settlement are fair, reasonable and adequate to Lead Plaintiffs and the Settlement Class, and in their best interests, and have agreed to settle the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering (i) the substantial benefits that Lead Plaintiffs and the members of the Settlement Class will receive from settlement of the Action, (ii) the attendant risks of litigation, and (iii) the desirability of permitting the Settlement to be consummated as provided by the terms of the Stipulation.’

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