Rochester Medical Corp.
Rochester Medical Corp. Securities Settlement
The lawsuit was settled for additional disclosures n the proxy statement. The following is a summary of the proceedings in the lawsuit: ‘On September 4, 2014, RMC announced that it had entered into a definitive Agreement and Plan of Merger, dated September 3, 2013 (the Merger Agreement), with C.R. Bard Inc. (Bard), whereby Bard would acquire RMC and RMC shareholders would receive $20 for each share of RMC stock they own (the Merger). Thereafter, four putative class and/or derivative action lawsuits were filed and are currently pending in the Third Judicial District of Olmsted County, Minnesota. Specifically, on September 8, 2013, an action entitled Dedic, et al. v. Conway, et al., No. 55-CV-13-6107 (the Dedic Action), was filed. On September 20, 2013, an action entitled Hoffman v. Rochester Medical Corporation, et al., No. 55-CV-13-6260, was filed. On September 30, 2013, an action entitled Wayland v. Rochester Medical Corporation, et al., No. 55-CV-13-6663, was filed. On October 1, 2013, an action entitled Wietschner et al. v. Conway et al., No. 55-CV-13-6509, was filed. The complaints in each of the Actions alleged, among other things, that: (i) the Board owed fiduciary duties to the RMC and its stockholders; (ii) the Board breached its fiduciary duties of loyalty and care by agreeing to and/or approving the Merger Agreement and Merger; and (iii) the Board breached its fiduciary duty of disclosure by failing to disclose material information concerning the sale process and the fairness opinion issued by Piper Jaffray & Co. (Piper Jaffray). The Actions sought, among other things, to enjoin the Merger. The Actions name as defendants: RMC, Bard, Starnorth Acquisition Corp., Piper Jaffray, as well as individual defendants Anthony J. Conway, Darnell L. Boehm, Peter H. Shepard, Richard W. Kramp, and David A. Jonas (collectively, Defendants). On October 11, 2013, RMC filed its definitive Proxy Statement on Schedule 14A (the Proxy Statement) with the Securities and Exchange Commission (the SEC). On October 28, 2013, the Court entered a consolidation order consolidating the Actions, appointing a leadership structure on behalf of Plaintiffs, and designating the complaint filed in the Dedic Action as the operative pleading in the consolidated Actions. Thereafter, counsel for Defendants and for Plaintiffs (Plaintiffs Counsel) exchanged documents on an expedited basis and engaged in extensive arms-length negotiations concerning a possible settlement of the Actions, including certain areas of disclosure that Plaintiffs Counsel believed should be included in a supplemental Schedule 14A and Form 8-K filing. These extensive negotiations and discussions led to the execution of a Memorandum of Understanding (the MOU) on November 4, 2013. The MOU provided for an agreement in principle to settle the Actions on the terms provided for in the MOU as set forth in the Settlement. On November , 2013, the parties notified the Court of the execution of the MOU and of Plaintiffs intention to conduct confirmatory discovery relating to the proposed Settlement; Also on November 4, 2013, RMC filed a Schedule 14A and Form 8-K concerning certain subject areas raised by Plaintiffs, as identified in Exhibit A to this Notice. On November 13, 2013, at a special shareholder meeting, RMC shareholders approved the Merger. On November 14, 2013, Bard consummated its acquisition of RMC through the Merger, with RMC remaining as the surviving corporation and becoming a wholly owned subsidiary of Bard, and all RMC shareholders received $20 for each share of RMC stock they owned. Following the execution of the MOU, and as contemplated therein, Plaintiffs Counsel conducted a further investigation of the facts and circumstances underlying the claims asserted in the Actions, which included, among other things, reviewing and analyzing documents produced by RMC, and obtained sworn testimony from witnesses from RMC and Piper Jaffray. On June 23, 2014, Plaintiffs, by Plaintiffs Counsel, and Defendants, by their counsel, executed a Stipulation and Agreement of Compromise, Settlement and Release (the Stipulation) providing for the Settlement of the Actions described in this Notice. On June 30, 2014, the parties filed the Stipulation with the Court.’