News Article
Oclaro takes first step in Opnext merger litigation
It is alleged that members of Opnext and its board breached their fiduciary duties to Opnext stockholders by entering into the merger agreement
The Superior Court of California in and for the County of Alameda has granted preliminary approval of the settlement of four pending putative class actions filed in that Court challenging the proposed merger between the Company, Tahoe Acquisition Sub, Inc., and Opnext, Inc.
The actions are as follows: (1) Zilberberg v. Abbe, Case No. RG12623460; (2) Welty v. Bosco, Case No. RG12624240; (3) Greenberg v. Abbe, Case No. RG12624444; and (4) Graf v. Opnext, Inc., Case No. RG12624798.
The defendants in each case are Opnext and the members of Opnext's Board, and the Company and Tahoe Acquisition Sub, Inc.
Each action alleges that the Opnext defendants breached their fiduciary duties to Opnext stockholders by entering into the merger agreement. Each action further alleges that the Oclaro defendants aided and abetted those breaches of fiduciary duties.
The proposed settlement was previously disclosed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on November 26th, 2012.
Under the proposed settlement, the remaining plaintiffs have agreed to settle these matters for additional disclosures only, subject to court approval. Plaintiffs have agreed to limit their application for fees and costs to $235,000. Also, the parties agreed that the two actions filed in the Delaware Court of Chancery challenging the merger, which have been consolidated under the caption In re Opnext, Inc. Shareholders Litigation, C.A. No. 7400-VCL, would be dismissed.
The proposed settlement is subject to final Court approval. The court has set a final approval hearing for January 31st, 2013, at 10:00 a.m. in Department 17 of the court, the Honourable Steven A. Brick, presiding.
The court's preliminary approval order requires the company to provide a detailed notice to shareholders of the terms of the proposed settlement on a Current Report on Form 8-K.
The actions are as follows: (1) Zilberberg v. Abbe, Case No. RG12623460; (2) Welty v. Bosco, Case No. RG12624240; (3) Greenberg v. Abbe, Case No. RG12624444; and (4) Graf v. Opnext, Inc., Case No. RG12624798.
The defendants in each case are Opnext and the members of Opnext's Board, and the Company and Tahoe Acquisition Sub, Inc.
Each action alleges that the Opnext defendants breached their fiduciary duties to Opnext stockholders by entering into the merger agreement. Each action further alleges that the Oclaro defendants aided and abetted those breaches of fiduciary duties.
The proposed settlement was previously disclosed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on November 26th, 2012.
Under the proposed settlement, the remaining plaintiffs have agreed to settle these matters for additional disclosures only, subject to court approval. Plaintiffs have agreed to limit their application for fees and costs to $235,000. Also, the parties agreed that the two actions filed in the Delaware Court of Chancery challenging the merger, which have been consolidated under the caption In re Opnext, Inc. Shareholders Litigation, C.A. No. 7400-VCL, would be dismissed.
The proposed settlement is subject to final Court approval. The court has set a final approval hearing for January 31st, 2013, at 10:00 a.m. in Department 17 of the court, the Honourable Steven A. Brick, presiding.
The court's preliminary approval order requires the company to provide a detailed notice to shareholders of the terms of the proposed settlement on a Current Report on Form 8-K.
