LSI Corporation
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LSI Corporation Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement and certain revisions to the terms of the merger agreement. The following is a summary of the proceedings in the lawsuit: ‘ The Stipulation and Agreement of Compromise, Settlement and Release (the Stipulation), dated April 15, 2014, was entered into between (i) co-lead plaintiffs in the Consolidated Action,2 the Northern California Pipe Trades Pension Plan and the City of Orlando Police Pension Fund (Lead Plaintiffs), on their own behalf and on behalf of the Class; (ii) defendant LSI Corporation (LSI or the Company) and defendants Charles A. Haggerty, Richard S. Hill, John H.F. Miner, Arun Netravali, Charles C. Pope, Gregorio Reyes, Michael G. Strachan, Abhijit Y. Talwalkar, and Susan Whitney (collectively, the Individual Defendants and, together with LSI, the LSI Defendants); and (iii) defendants Avago Technologies Limited and Avago Technologies Wireless (U.S.A.) Manufacturing Inc. (collectively, Avago) and defendant Leopold Merger Sub, Inc. (Merger Sub and together with Avago, the Avago Defendants), all by and through their respective attorneys, and is intended by the Parties to fully and finally compromise, resolve, discharge and settle the Settled Plaintiffs Claims as against the Released Defendant Persons, subject to the approval of this Court. After arm-length negotiations, on March 7, 2014, the Parties, through their respective counsel, reached a settlement in principle of the Consolidated Action, and set forth that agreement in the Agreement of the Parties in Connection with Settlement (the Agreement in Connection with Settlement) filed with the Court on March 10, 2014. The Agreement in Connection with Settlement contemplated that the Parties augment that agreement with the Stipulation, which was filed with the Court on April 15 2014; In connection with settlement discussions and negotiations leading to the proposed Settlement, counsel for the parties in the Consolidated Action did not discuss the appropriateness or amount of any application by counsel for the Lead Plaintiffs for an award of attorneys fees and expenses until the substantive terms of the Settlement on behalf of and for the benefit of the Class were negotiated at arm-length and agreed upon. On April 16, 2014, the Court entered a scheduling order providing for, among other things, the scheduling of the Settlement Hearing; a stay of the Consolidated Action pending a hearing on the proposed Settlement; and an injunction against the commencement or prosecution of any action by any member of the Class asserting any of the claims subject to the Settlement of the Consolidated Action. In consideration for the full settlement and release of all Settled Plaintiffs Claims as against the Released Defendant Persons and the dismissal with prejudice and without costs (except as otherwise expressly provided in the Stipulation) of the Consolidated Action: a) the Parties entered into the Agreement in Connection with Settlement, a copy of which is attached hereto as Exhibit A, describing their understanding of certain terms in the Merger Agreement that were challenged by Lead Plaintiffs; b) the LSI Defendants in LSI Definitive Proxy Statement on Schedule 14A (the Definitive Proxy), implemented the terms of the Agreement in Connection with Settlement, concerning certain subject matters raised by Lead Counsel. A copy of relevant excerpts from the Definitive Proxy, which was filed with the SEC on March 11, 2014, is attached hereto as Exhibit B; c) the LSI Defendants also sent letters to certain bidders on March 10, 2014, in the form attached hereto as Exhibit C, explaining that standstill provisions in the relevant confidentiality agreements previously signed by those bidders expired per the terms of those confidentiality agreements; and d) the Avago Defendants provided additional disclosures in a Form 8-K concerning certain subject areas raised by Lead Counsel, in the form attached hereto as Exhibit D, which was filed with the SEC on March 14, 2014.’