Epicor Software Corporation

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Epicor Software Corporation Securities Settlement

The lawsuit was settled for $18 million in cash on May 26, 2014. The following is a summary of the proceedings in this lawsuit: ‘On April 4, 2011, Epicor Software Corporation announced that it had entered into a definitive merger agreement with Apax and its affiliates providing for a tender offer (Tender Offer) to purchase all of the outstanding shares of Epicor common stock for $12.50 per share in cash (the Acquisition or Merger). Between April 6, 2011 and April 15, 2011, four proposed class actions were filed in the Court challenging the Acquisition and asserting that Epicor board of directors breached its fiduciary duties, aided and abetted by Apax and Epicor (the California Actions), and between April 12, 2011 and April 22, 2011, two proposed class actions were filed in the Delaware Court of Chancery challenging the Acquisition under the same general allegations (the Delaware Actions). On May 11, 2011, the Court entered an Order consolidating the California Actions into this Action and appointing Robbins Geller Rudman & Dowd LLP as Lead Counsel for Plaintiffs. The Parties thereafter engaged in expedited discovery, which entailed a production of documents by the Director Defendants, Epicor, and Apax, as well as depositions of L. George Klaus, John Joliet, Michael Kelly, and Robert Smith. The Tender Offer expired at 5:00 p.m., Los Angeles time, on Friday, May 13, 2011, and in accordance with the terms of the Merger Agreement, on May 16, 2011, Apax affiliate merged with and into Epicor and all of Epicor outstanding shares were cancelled in exchange for the right to receive $12.50 per share in cash. On September 1, 2011, Plaintiffs filed a Second Amended Consolidated Complaint for Breach of Fiduciary Duty (SACC) against the Director Defendants, Epicor, and Apax, and on December 12, 2011, the Court overruled demurrers to the SACC brought by the Director Defendants, Epicor, and Apax. The Director Defendants, Epicor, and Apax filed Answers to the SACC on December 20, 2011, denying all material allegations. The Delaware Actions were voluntarily dismissed on December 30, 2011 and January 5, 2012. On February 16, 2012, the Court granted the unopposed Motion of the Field Family Trust to intervene, permitting the Field Family Trust to intervene and be added as a plaintiff in the Action. The Parties engaged in discovery throughout 2012 and early 2013, whereby the Parties and six subpoenaed non-parties combined to produce over 600,000 pages of documents; Plaintiffs responded to interrogatories and requests for admission; Plaintiffs took the depositions of Prescott Ashe, Russell Clark, Jesse Cohn, Paul Crisci, John M. Dillon, W. Douglas Hajjar, John Joliet, Michael Kelly, L. George Klaus, Kevin Murphy, John Park, Richard H. Pickup, Michael Pietrini, Pervez Qureshi, David Tunnell, and Jason Wright; and Defendants took the depositions of all Plaintiffs, Plaintiffs expert J.T. Atkins, and Marc Brown. On May 18, 2012, the Court denied in part and granted in part, without prejudice, the Director Defendants and Epicor Motion to Compel Deposition (Oral or Written). On June 22, 2012, the Court granted Plaintiffs Motion for Class Certification and determined that the Action may be maintained as a class action with respect to claims asserted on behalf of the Class, as defined as All holders of Epicor Software Corp. common stock who received consideration for their shares in the acquisition of Epicor by Apax Partners L.P. at the price of $12.50 per share, first announced on April 4, 2011. Excluded from the Class are defendants and any person, firm, trust, corporation or other entity related to or affiliated with any defendant. Also excluded from the Class are all who properly excluded themselves from the Class in response to the Notice of Pendency of Class Action sent to Class Members on or about August 13, 2012. Also on June 22, 2012, the Court granted Plaintiffs unopposed Request for Dismissal of Defendant Michael L. Hackworth Only, which was filed pursuant to Director Defendants counsel request after Mr. Hackworth passed away. Also on June 22, 2012, the Court denied Plaintiffs Motion to Compel Epicor Software Corporation and the Director Defendants to Produce Documents in Response to Document Request Nos. 32 and 33. On February 22, 2013, the Court granted Plaintiffs Motion for Leave to File the Third Amended Class Action Complaint for Breach of Fiduciary Duty and Aiding and Abetting (TAC), which included substantial additional detail regarding Plaintiffs existing claims and also added Moelis and Pietrini as defendants. Also on February 22, 2013, the Court granted in part Plaintiffs Motion to Compel Moelis to produce certain materials. On April 5, 2013, the Court granted Plaintiffs Stipulation and Proposed Order Dismissing Defendant Epicor Software Corporation Only with Prejudice. On April 29, 2013, the Court overruled Moelis and Pietrini demurrers to the TAC and directed Moelis and Pietrini to file Answers to the TAC on May 10, 2013. The Parties conducted a full-day mediation before Randall W. Wulff on October 21, 2013, wherein the Parties engaged in extensive arm-length negotiations regarding a possible settlement of the Action. Following the mediation, the Parties reached an agreement-in-principle set forth in a Memorandum of Understanding dated December 13, 2013 (the MOU), providing for the settlement of the Action for a total of Eighteen Million Dollars ($18,000,000.00) on the terms and conditions set forth in the Stipulation and subject to the approval of the Court. On May 6, 2014, the Parties entered into the Stipulation setting forth the terms and conditions of the Settlement, subject to approval by the Court.’



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