Federal Court Grants Preliminary Approval Of Settlement In Abaxis Shareholder Lawsuit
UNION CITY, Calif., April 18, 2014 /PRNewswire/ -- On April 15, 2014, the United States District Court for the Northern District of California, granted preliminary approval of a settlement that Abaxis, Inc. has reached with Plaintiff St. Louis Police Retirement System ("Plaintiff") in a shareholder class and derivative action that Plaintiff filed on October 1, 2012 on behalf of itself and all others similarly situated, and derivatively on behalf of Abaxis ("Abaxis" or the "Company"), and against certain of Abaxis's officers and directors (the "Defendants"), entitled St. Louis Police Retirement System v. Severson, et al., Case No. 12-cv-05086-YGR (N.D. Cal.) (the "Action"). The Court's order granting preliminary approval of the settlement requires Abaxis to provide notice to its stockholders of the information about the Action contained in this press release.
The Action alleges, among other things, that the Abaxis proxy statement in connection with the Company's 2012 annual meeting of stockholders contained materially false and misleading statements concerning a proposed amendment to the Company's 2005 Equity Incentive Plan and that Defendants granted and/or received Abaxis restricted stock units in excess of the so-called Full Value Award limit under the Company's 2005 Equity Incentive Plan.
On October 23, 2012, the Court granted, in part, a motion for preliminary injunction filed by Plaintiff and ordered Abaxis to make additional disclosures to Abaxis stockholders in connection with Abaxis's 2012 annual meeting of stockholders. Thereafter, Defendants filed motions to dismiss, in which Defendants argued that Plaintiff, inter alia, failed to state a claim for relief. The parties then engaged in settlement negotiations that resulted in the proposed settlement of the Action (the "Settlement"), the terms of which are set forth in a Stipulation of Settlement dated as of January 16, 2014 (the "Stipulation"). The terms of the Settlement set forth in the Stipulation include: (a) the adoption and/or implementation of a variety of corporate governance measures, including, but not limited to, measures that relate to officer and director compensation and equity award granting procedures; (b) that the Released Claims against the Released Persons shall be dismissed; and (c) that Plaintiff will apply to the Court for an award of attorneys' fees and expenses in an amount not to exceed $2,000,000.
On June 17, 2014, at 2:00 p.m., a hearing (the "Settlement Hearing") will be held before the United States District Court for the Northern District of California, Oakland Division, at the Oakland Courthouse, Courtroom 1, 4th Floor, 1301 Clay Street, Oakland, CA 94612, to determine: (a) whether the Court should certify the Action as a non-opt-out class action pursuant to Fed. R. Civ. P. 23; (b) whether the Court should approve the proposed Settlement; (c) whether the Court should enter an Order and Final Judgment dismissing the claims asserted in the Action on the merits and with prejudice and effectuating the releases described below; (d) whether the Court should grant the application of Plaintiff's counsel for a fee award; and (e) such other matters as may properly come before the Court.
IF YOU WERE A HOLDER OF ABAXIS COMMON STOCK, EITHER OF RECORD OR BENEFICIALLY, AS OF THE CLOSE OF BUSINESS ON AUGUST 31, 2012, YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THE ACTION.
Any Abaxis shareholder who objects to the Settlement, the Order and Final Judgment to be entered in the Action, and/or Plaintiff's counsel's application for a fee award, or who otherwise wishes to be heard, may appear in person or by his attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court unless not later than twenty one (21) calendar days prior to the Settlement Hearing such person files with the Clerk of the Court and delivers upon the following counsel (delivered by hand or sent by first class mail) (1) a written objection to the Settlement setting forth: (a) the nature of the objection; (b) proof of current ownership of Abaxis common stock, including the number of shares of Abaxis common stock currently held and the date of purchase of Abaxis common stock; and (c) any documentation in support of such objection; and (2) if a current Abaxis shareholder intends to appear and requests to be heard at the Settlement Hearing, such shareholder must have, in addition to the requirements of (1) above, (a) a written notice of such shareholder's intention to appear; (b) a statement that indicates the basis for such appearance; and (c) the identities of any witnesses the shareholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony, signed as authorized by the objecting shareholder. Such filings shall be delivered to the following counsel:
Eric L. Zagar
KESSLER TOPAZ MELTZER & CHECK, LLP
280 King of Prussia Road
Radnor, PA 19087
Jonathan M. Stein
SAXENA WHITE, P.A.
2424 N. Federal Highway, Suite 257
Boca Raton, FL 33431
Counsel for Plaintiff St. Louis Police Retirement System
Thad A. Davis
GIBSON, DUNN & CRUTCHER LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
Counsel for Individual Defendants
PLEASE DO NOT CALL, WRITE OR OTHERWISE DIRECT QUESTIONS TO EITHER THE COURT OR THE CLERK'S OFFICE. Inquiries or comments about the Settlement or any other matters in this Notice should be directed by telephone or in writing to the attention of Plaintiff's Counsel, Eric L. Zagar, Kessler Topaz Meltzer & Check, LLP, 280 King of Prussia Road, Radnor, PA 19087, 1-888-299-7706.
PLEASE NOTE: THERE IS NO CLAIMS PROCEDURE, AS NO INDIVIDUAL SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THE SETTLEMENT DESCRIBED HEREIN.
The term "Released Claims" means any claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues known or unknown, including Unknown Claims, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, whether state, federal, or foreign, common law, statutory, or regulatory, including, without limitation, claims under the federal securities laws, that have been or could have been asserted in any court, tribunal or proceeding: (a) by Plaintiff, or any Abaxis shareholder, derivatively on behalf of Abaxis, or by Abaxis, against any Released Person concerning the granting and/or receipt of the Excess RSUs, the 2005 Plan, the 2010 Proxy and/or any disclosures related to the 2010 Annual Meeting, the 2012 Proxy and/or any disclosures related to the 2012 Annual Meeting; (b) by Plaintiff, individually and/or on behalf of the Class, or by any member of the Class, against Abaxis or any Released Person, concerning the granting and/or receipt of the Excess RSUs, the 2005 Plan, the 2010 Proxy and/or any disclosures related to the 2010 Annual Meeting, the 2012 Proxy and/or any disclosures related to the 2012 Annual Meeting; and (c) by Plaintiff, any Abaxis shareholder, the Individual Defendants or Abaxis, concerning the settlement of the Action; provided, however, that Released Claims do not include claims to enforce the Settlement, or claims regarding the value of Plaintiff's securities other than those claims related to these subjects above.
The term "Released Persons" means Plaintiff and Defendants, and their respective Related Persons, where "Related Persons" means each of a person's spouses, heirs, executors, estates, marital communities, trustees, agents or administrators, present and former attorneys, legal representatives, assigns, past and present directors, officers, agents, advisors, employees, affiliates, predecessors, successors, parents, subsidiaries, divisions, affiliated entities, and any person or entity acting for or on behalf of any of them and each of them (including without limitation, any investment bankers, accountants, insurers, reinsurers, attorneys and any past, present or future officers, directors and employees of them).
Additional information concerning the Settlement is included in a Form 8-K filed by Abaxis with the United States Securities and Exchange Commission on April 18, 2014. You may inspect the Stipulation and other papers in the Action at the Oakland Courthouse clerk's office at any time during regular business hours of each business day. The clerk's office is located at Suite 400S, 1301 Clay Street, Oakland, CA 94612. However, you must appear in person to inspect these documents. The clerk's office will not mail copies to you. The Stipulation may be available on the United States District Court for the Northern District of California Information web site at http://www.cand.uscourts.gov.
SOURCE Abaxis, Inc.