American Medical Systems Holdings Inc. (AMMD) announced that it had signed a memorandum of understanding to settle putative class action lawsuits captioned Walker v. Bihl, et al., and Prime Investors Fund v. Bihl, et al., respectively, filed in the Hennepin County District Court on April 29, 2011 and May 5, 2011, respectively.
The Merger Litigation relates to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Endo Pharmaceuticals Holdings Inc., NIKA Merger Sub, Inc., a wholly owned indirect subsidiary of Endo, and AMS.
The company noted that it agreed to the memorandum of understanding solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The other defendants and all plaintiffs in the Merger Litigation are parties to the memorandum of understanding, which provided that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court, the company said.
In addition, as part of the memorandum of understanding, American Medical Systems has agreed to make certain additional disclosures related to the proposed merger. Finally, in connection with the proposed settlement, plaintiffs intend to seek, and the defendants have agreed to pay, an award of attorneys fees and expenses in an amount to be determined by the Hennepin County District Court.
In late 2009, Endo Pharmaceuticals sent American Medical Systems a written indication of interest in acquiring AMS at a price of $23.00 per share of AMS common stock in a mix of approximately 75% cash and 25% stock, subject to a 60-day exclusivity period and certain other conditions.
by RTT Staff Writer
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