Integramed America Inc.
Integramed America Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in the lawsuit: ‘On June 11, 2012, IntegraMed and Sagard announced that they had entered into an agreement and plan of merger, dated June 10, 2012 (the Merger Agreement), by and among IntegraMed, SCP-325 Merger Sub, Inc. and SCP-325 Holding Corp., a wholly-owned subsidiary of Sagard, in which Sagard would acquire all of the outstanding shares of IntegraMed for $14.05 per share (the Transaction); On June 21, 2012, Plaintiff commenced the Action on behalf of himself and all others similarly situated in the Court, alleging, among other things, that the Board members breached their fiduciary duties in connection with their consideration and approval of the Transaction, and that Sagard had aided and abetted those breaches of fiduciary duty; On June 26, 2012, plaintiff Charles Francis (Francis) commenced an action on behalf of himself and all others similarly situated in the Court of Chancery of the State of Delaware (the Delaware Court), captioned Charles Francis v. IntegraMed America, Inc., et al., C.A. No. 7655-VCP (the Delaware Action), against the same Defendants as in the Action, and adding as a defendant Wayne R. Moon, and alleging, among other things, that the Board had breached its fiduciary duties in connection with its consideration and approval of the Transaction, and that Sagard had aided and abetted those breaches of fiduciary duty; On July 10, 2012, IntegraMed filed with the U.S. Securities and Exchange Commission (the SEC) a Preliminary Proxy Statement on Schedule 14A (the Preliminary Proxy), relating to the Transaction and attaching the Merger Agreement; On July 16, 2012, counsel for Plaintiff in the Action and counsel for Francis informed Defendants counsel that they had reached an agreement to coordinate their efforts and jointly prosecute the instant Action; On July 18, 2012, Plaintiff filed an amended complaint, which added allegations regarding purported disclosure violations based on the Preliminary Proxy; On or about July 24, 2012, IntegraMed agreed to produce certain non-public, confidential documents as agreed to by Plaintiff counsel and Defendants counsel; On July 31, 2012, counsel for Francis submitted a letter to the Delaware Court requesting that the Delaware Action be voluntarily stayed during the pendency of the instant lawsuit in order to avoid any problems or disputes with litigating in two forums simultaneously, which stay was granted by the Delaware Court on August 1, 2012; On August 1, 2012, IntegraMed produced to Plaintiff certain non-public, confidential documents as agreed to by Plaintiff counsel and IntegraMed counsel; Plaintiff counsel retained and consulted with a financial expert in connection with the prosecution of Plaintiff claims and reviewed with Plaintiff expert both confidential discovery and non-confidential information prior to entering into settlement discussions with Defendants; Plaintiff counsel and Defendants counsel engaged in discussions regarding Plaintiff claims in the Action and Plaintiff demands for further disclosure to IntegraMed shareholders in a definitive proxy statement; On August 12, 2012, counsel for the parties to the Action reached an agreement in principle to settle the Action on the basis that certain additional disclosures would be made in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC (the Definitive Proxy); On August 14, 2012, the Parties executed a memorandum of understanding (the MOU), which provided for an agreement in principle to settle both the Action and the Delaware Action on the basis that IntegraMed would include additional disclosures requested by Plaintiff in the Definitive Proxy (the Supplemental Disclosures); On August 20, 2012, the Company filed with the SEC the Definitive Proxy containing the Supplemental Disclosures; Thereafter the Parties notified the Court of their signing of the MOU; On September 19, 2012, IntegraMed stockholders voted to approve the Transaction; On September 20, 2012, the Transaction closed; On July 3, 2014, the Court entered a scheduling order providing for, among other things, the scheduling of the Settlement Hearing, the provisional certification of the Settlement Class (as defined below), a stay of the Action pending the Settlement Hearing, and an injunction against the commencement or prosecution of any action asserting any of the claims subject to the Settlement.’