Gardner Denver Inc.
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Gardner Denver Inc. Securities Settlement
The lawsuit was settled for $29 million in cash and additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in the lawsuit: ‘On March 8, 2013, Gardner Denver, Inc. (GDI) and Kohlberg Kravis Roberts & Co. L.P. (KKR) announced that GDI had entered into an Agreement and Plan of Merger (the Merger Agreement) dated March 7, 2013, by and among GDI, Renaissance Parent Corp. (Renaissance), and Renaissance Acquisition Corp. (Merger Sub, and together with Renaissance, the Renaissance Entities). The Merger Agreement contemplated, among other things, that the Renaissance Entities would acquire all of GDI outstanding shares at a purchase price of $76 per share and GDI would merge with Merger Sub (the Merger). On March 14, 2013, Jack Carson, on behalf of himself and all others similar situated, filed Carson v. Gardner Denver, Inc., et al., Case No. 13-02341, in the Court of Common Pleas of Chester County, Pennsylvania (the Carson Action) alleging, among other things, that Michael C. Arnold, Donald G. Barger, Jr., John D. Craig, Raymond R. Hipp, David D. Petratis, Diane K. Schumacher, Charles L. Szews, Richard L. Thompson, and Michael M. Larsen (the Board, and, together with GDI, the GDI Defendants) had breached their fiduciary duties in connection with their consideration and approval of the Merger Agreement, and that GDI, along with KKR and the Renaissance Entities (the KKR Defendants, and with the GDI Defendants, Defendants), had aided and abetted those breaches of fiduciary duty. On March 15, 2013, Glenn Shoemaker, on behalf of himself and all others similarly situated, filed Shoemaker v. Gardner Denver, Inc., et al., Case No. 13-02372, in the Court of Common Pleas of Chester County, Pennsylvania (the Shoemaker PA Action), alleging, among other things, that Diane K. Schumacher, Michael C. Arnold, Donald G. Barger, Jr., John D. Craig, Raymond R. Hipp, David D. Petratis, Charles L. Szews, and Richard L. Thompson had breached their fiduciary duties in connection with their consideration and approval of the Merger Agreement, and that GDI and the Renaissance Entities had aided and abetted those breaches of fiduciary duty. On March 27, 2013, Daniel White, on behalf of himself and all others similarly situated, filed White v. Larsen, et al., C.A. No. 8439-VCN (the White Action), in the Court of Chancery alleging, among other things, that the members of the Board had breached their fiduciary duties in connection with their consideration and approval of the Merger Agreement, and that GDI, along with the KKR Defendants, had aided and abetted those breaches of fiduciary duty. On March 28, 2013, plaintiff Shoemaker filed Plaintiff First Request for Production of Documents to the Gardner Denver Defendants in the Shoemaker PA Action. On March 28, 2013, plaintiff Shoemaker filed Plaintiff First Request for Production of Documents to Defendants Renaissance Parent Corp. and Renaissance Acquisition Corp. in the Shoemaker PA Action. On April 15, 2013, GDI filed its preliminary proxy statement on Schedule 14A (the Preliminary Proxy Statement) with the Securities and Exchange Commission (the SEC). On April 22, 2013, Shoshana Minzer, on behalf of herself and all others similarly situated, filed Minzer v. Larsen, et al., C.A. No. 8498-VCN (the Minzer Action), in the Court of Chancery alleging substantively identical claims to the White Action and alleging that the members of the Board breached their fiduciary duties by issuing a materially misleading Preliminary Proxy Statement. On April 25, 2013, Glenn Shoemaker, on behalf of himself and all others similarly situated, filed Shoemaker v. Gardner Denver, Inc., et al., C.A. No. 8505-VCN (the Shoemaker DE Action), in the Court of Chancery alleging substantively identical claims to the Minzer Action. On April 30, 2013, plaintiff Carson filed his First Amended Complaint in the Carson Action alleging substantively identical claims to the Minzer Action and the Shoemaker DE Action. On May 2, 2013, plaintiff Shoemaker filed a Praecipe for Voluntary Discontinuance Without Prejudice dismissing the Shoemaker PA Action. On May 10, 2013, plaintiff Minzer filed Plaintiff First Request for the Production of Documents to All Defendants. On May 20, 2013, the GDI Defendants filed Motions to Dismiss the Minzer Action and the Shoemaker DE Action. On May 20, 2013, the KKR Defendants filed a Motion to Dismiss the Shoemaker DE Action. On May 23, 2013, after hearing arguments on competing motions for consolidation and appointment of lead counsel, the Court issued the Order Granting Plaintiff Glenn Shoemaker Motion to Consolidate and Appoint Lead Counsel, consolidating the White Action, the Minzer Action, and the Shoemaker DE Action into the above caption (the Consolidated Action and, together with the Shoemaker PA Action and the Carson Action, the Actions), designating Robbins Geller Rudman & Dowd LLP as lead counsel (Lead Counsel) and Bouchard Margules & Friedlander, P.A. (n/k/a Friedlander & Gorris, P.A.) as Delaware liaison counsel (together with Lead Counsel, Plaintiffs Counsel). On May 28, 2013, plaintiff Shoemaker (Lead Plaintiff) filed Plaintiff Motion for Expedited Discovery. On May 28, 2013, Defendants filed Preliminary Objections in the Carson Action. On May 29, 2013, Lead Plaintiff filed Plaintiff First Request for Production of Documents to Defendants Gardner Denver, Inc., Diane K. Schumacher, Michael C. Arnold, Donald G. Barger, John D. Craig, Raymond R. Hipp, Michael M. Larsen, David D. Petratis, Charles L. Szews, and Richard L. Thompson. On May 29, 2013, Lead Plaintiff filed Plaintiff First Request for Production of Documents to Defendants Renaissance Parent Corp., Renaissance Acquisition Corp., and Kohlberg Kravis Roberts & Co., L.P. On June 7, 2013, the GDI Defendants filed their First Request for Production of Documents and Things Directed to Plaintiffs. On June 10, 2013, the Court granted the Stipulated Scheduling Order governing discovery prior to a hearing on Plaintiff forthcoming Motion for Preliminary Injunction. Between June 10 and July 2, 2013, Defendants and third parties produced over 30,000 documents and seven depositions were taken by the Parties. On June 13, 2013, GDI filed its definitive proxy statement on Schedule 14A with the SEC (the Definitive Proxy Statement). On June 17, 2013, Defendants filed briefs in support of their Preliminary Objections in the Carson Action. On June 23, 2013, Lead Plaintiff filed his Motion for Preliminary Injunction and Opening Brief in Support of His Motion for Preliminary Injunction. On June 25, 2013, Lead Plaintiff filed Plaintiff Corrected Opening Brief in Support of His Motion for Preliminary Injunction. On June 27, 2013, the parties in the Carson Action filed a stipulation and proposed order staying the Carson Action in favor of the Consolidated Action. On June 28, 2013, the GDI Defendants filed their Answering Brief in Opposition to Plaintiff Motion for Preliminary Injunction. On June 28, 2013, the KKR Defendants filed their Answering Brief of the Renaissance Defendants and KKR in Opposition to Plaintiff Motion for Preliminary Injunction. On July 3, 2013, the Parties reached an agreement whereby Lead Plaintiff withdrew his Motion for Preliminary Injunction, agreed to file an amended complaint after the Merger closed that would not assert claims based on disclosures or deal protections, and agreed not to seek further discovery pending resolution on Defendants motions to dismiss, in exchange for (1) waivers of standstill provisions contained in non-disclosure agreements with participants in the sale process leading up to the Merger and notification of those participants of the waivers (the Standstill Waivers) and (2) the Supplemental Disclosures (defined below) made by GDI. On July 3, 2013, Liaison Counsel filed a letter with the Court advising the Court that the Parties had reached an agreement whereby Plaintiff was withdrawing his Motion for Preliminary Injunction in exchange for the Standstill Waivers and the Supplemental Disclosures. On July 3, 2013, GDI filed a supplemental proxy statement on Schedule 14A with the SEC containing additional disclosures (the Supplemental Disclosures). On July 16, 2013, GDI stockholders approved the Merger which subsequently closed on July 30, 2013. On August 21, 2013, Lead Plaintiff filed his Verified Amended Complaint seeking damages against Defendants on behalf of a putative class of former GDI shareholders arising out of the Merger alleging, inter alia: (1) the GDI board of directors breached its fiduciary duties in connection with its consideration and approval of the Merger Agreement; and (2) KKR aided and abetted those alleged breaches. On August 27, 2013, the GDI Defendants and the KKR Defendants filed their respective Motions to Dismiss the Verified Amended Complaint. On October 1, 2013, Defendants filed their Opening Brief in Support of Their Consolidated Motion to Dismiss the Verified Amended Complaint. On October 16, 2013, Lead Plaintiff filed Plaintiff Motion to Strike or, in the Alternative, to Treat Defendants Motion to Dismiss as One for Summary Judgment. On November 6, 2013, Defendants filed their Opposition Brief to Plaintiff Motion to Strike. On November 20, 2013, Lead Plaintiff filed Plaintiff Reply in Further Support of His Motion to Strike. On November 26, 2013, the Court convened a hearing on the Motion to Strike. On February 21, 2014, the Court issued its opinion granting in part and denying in part the Motion to Strike. On March 7, 2014, Lead Plaintiff filed his Motion for Leave to File Verified Second Amended Complaint seeking damages against Defendants on behalf of a putative class of former GDI shareholders arising out of the Merger alleging, inter alia: (1) the GDI board of directors breached its fiduciary duties in connection with its consideration and approval of the Merger Agreement; and (2) KKR aided and abetted those alleged breaches. The Parties subsequently agreed to mediate their disputes, and a mediation was held on June 4-5, 2014 in Chicago, Illinois (the Mediation), with Robert A. Meyer, a litigation partner at Loeb & Loeb LLP (the Mediator) who regularly mediates complex commercial lawsuits. On June 26, 2014, plaintiff Carson executed a Praecipe for Voluntary Discontinuance Without Prejudice dismissing the Carson Action. After significant arm-length negotiations, and with the assistance of the Mediator, counsel to Lead Plaintiff and the Defendants (together, the Parties) reached, subsequent to the mediation, an agreement concerning the settlement of the Consolidated Action, which is set forth in a Stipulation and Agreement of Compromise, Settlement and Release executed on June 27, 2014 (the Stipulation).’