Notice of Dismissal Without Prejudice of Standard Microsystems Corporation Stockholder Litigation and Agreement Upon Attorneys' Fees
WILMINGTON, Del., Aug. 27, 2015 /PRNewswire/ -- Rigrodsky & Long, P.A.:
Notice is hereby provided to all persons who held shares of Standard Microsystems Corporation ("SMSC") during the period from and including May 1, 2012 through August 2, 2012.
The purpose of this notice is to inform you about developments with respect to the litigation in the Delaware Court of Chancery (the "Delaware Court") captioned In re Standard Microsystems Corporation Stockholder Litigation, Consol. CA. No. 7522-VCP (the "Delaware Action") previously described in the proxy statements referenced herein, including dismissal of the Delaware Action and an agreement by SMSC or its insurer to pay attorneys' fees and expenses to counsel for all plaintiffs ("Delaware Plaintiffs") in the Delaware Action.
Delaware Plaintiffs filed class action lawsuits in the Delaware Court on behalf of themselves and a putative class of SMSC stockholders to challenge the transaction set forth in the May 1, 2012 merger agreement between SMSC and Microchip Technology Inc. ("Microchip"), pursuant to which each share of SMSC stock was converted into the right to receive $37.00 per share in cash (the "Merger" or the "Transaction"). Two similar actions (the "New York Actions," and together with the Delaware Action, the "Actions") were filed by SMSC stockholders in the New York State Supreme Court, Suffolk County (the "New York Court").
On May 22, 2012, one of the plaintiffs in the New York Actions filed an Amended Class Action Complaint (the "Complaint") alleging, among other things, that the members of SMSC's Board of Directors ("Board") breached their fiduciary duties by failing to disclose various items to SMSC's stockholders in the preliminary proxy, thus, allegedly depriving SMSC's stockholders of the ability to make a fully informed decision whether to vote their shares in support of the Transaction.
Delaware Plaintiffs subsequently agreed to coordinate the prosecution of their claims with the New York Actions. Plaintiffs then conducted certain expedited discovery (including certain document review and depositions). The parties to the Actions later reached an agreement-in-principle to settle the Actions for certain additional information demanded by plaintiffs (the "Supplemental Disclosures"), which were published via Form 8-K on June 26, 2012.[1] The SMSC stockholders approved the Transaction on July 10, 2012 and, on August 2, 2012, the Transaction was consummated.
Following arm's-length negotiations, the parties entered into a Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation") that memorialized the terms of the proposed settlement and contemplated that the parties would apply to the New York Court for approval of the settlement. The New York Court held a conference on October 5, 2012 and expressed some skepticism as to the proposed settlement but invited plaintiffs' counsel to make a formal motion to support their application to have the settlement preliminarily approved. Plaintiffs in the New York Actions subsequently agreed with defendants to a stipulated dismissal of the New York Actions, which was entered by the New York Court on July 19, 2014.
Delaware Plaintiffs subsequently filed a motion for an award of attorneys' fees and expenses in the Delaware Court, seeking a payment of $118,750. On April 10, 2015, the Delaware Court entered an Order dismissing the Delaware Action without prejudice, retaining jurisdiction solely for the purpose of determining plaintiffs' counsel's application for an award of attorneys' fees and reimbursement of expenses, and setting a briefing schedule for plaintiffs' application. Later, the parties resolved this remaining dispute by SMSC's agreement that it or its insurer would make a fee and expense payment to counsel for all of the Delaware Plaintiffs in the amount of $65,000 in full satisfaction of their fee application. The parties agreed that payment will be made within ten (10) days of final dismissal and closure of the Delaware Action, and that no additional fee application would be made by any counsel to any of the Delaware Plaintiffs.
[1] The Supplemental Disclosures are accessible on the United States Securities and Exchange Commission's website at: http://www.sec.gov/Archives/edgar/data/93384/000114036112031165/form8k.htm.
SOURCE Rigrodsky & Long, P.A.
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