SAMUEL CONTI, District Judge.
WHEREAS, a consolidated action is pending before this Court styled In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC (the "Litigation");
WHEREAS, the parties having made application, pursuant to Federal Rule of Civil Procedure 23(e), for an order approving the settlement of this Litigation, in accordance with a Stipulation of Settlement dated as of May 31, 2011 (the "Stipulation"), which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto; and
WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.
NOW, THEREFORE, IT IS HEREBY ORDERED:
1. The Court does hereby preliminarily approve the Stipulation and the settlement set forth therein, subject to further consideration at the Settlement Hearing described below.
2. The Court hereby certifies a Class, for settlement purposes only, defined as: "all Persons (other than those Persons who timely and validly request exclusion from the Class) who purchased Cadence Publicly Traded Securities during the period from April 23, 2008 to December 10, 2008, inclusive, excluding the Defendants, members of the immediate family of the Individual Defendants, the directors, officers, subsidiaries, and affiliates of Cadence, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded person."
3. A hearing (the "Settlement Hearing") shall be held before this Court on February 24, 2012, at 100:00 a.m., at the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed settlement of the Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class and should be approved by the Court; whether a Judgment as provided in ¶ 1.13 of the Stipulation should be entered; whether the proposed Plan of Allocation should be approved; and to determine the amount of fees and expenses that should be awarded to Lead Counsel. The Court may adjourn the Settlement Hearing without further notice to the Members of the Class.
4. The Court approves, as to form and content, the Notice of Proposed Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and Summary Notice annexed as Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and distribution of the Notice and publishing of the Summary Notice substantially in the manner and form set forth in ¶¶ 5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 23 and due process, and is the best notice practicable under the circumstances and shall constitute due and sufficient notice to all Persons entitled thereto.
5. The firm of Gilardi & Co. LLC ("Claims Administrator") is hereby appointed to supervise and administer the notice procedure as well as the processing of claims as more fully set forth below:
(a) The Claims Administrator shall make reasonable efforts to identify all Persons who are Members of the Class and not later than December 2, 2011 (the "Notice Date"), the Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class Members who can be identified with reasonable effort;
(b) Not later than December 12, 2011, the Claims Administrator shall cause the Summary Notice to be published once in Investor's Business Daily; and
(c) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or declaration, of such mailing and publishing.
6. Nominees who purchased Cadence Publicly Traded Securities for the beneficial ownership of Class Members during the Class Period shall send the Notice and the Proof of Claim to all beneficial owners of such Cadence Publicly Traded Securities within ten (10) days after receipt thereof, or send a list of the names and addresses of such beneficial owners to the Claims Administrator within ten (10) days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of Claim to such beneficial owners. Lead Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Class Members out of the Settlement Fund, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation.
7. All Members of the Class shall be bound by all determinations and judgments in the Litigation concerning the settlement, whether favorable or unfavorable to the Class.
8. Class Members who wish to participate in the settlement shall complete and submit Proofs of Claim in accordance with the instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the Notice Date. Any Class Member who does not timely submit a Proof of Claim within the time provided for, shall be barred from sharing in the distribution of the proceeds of the Settlement Fund, unless otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept late-submitted claims for processing by the Claims Administrator so long as distribution of the Net Settlement Fund is not materially delayed thereby.
9. Any Member of the Class may enter an appearance in the Litigation, at their own expense, individually or through counsel of their own choice. If they do not enter an appearance, they will be represented by Lead Counsel.
10. Any Person falling within the definition of the Class may, upon request, be excluded from the Class. Any such Person must submit to the Claims Administrator a request for exclusion ("Request for Exclusion"), postmarked no later than February 2, 2011. A Request for Exclusion must state: (a) the name, address, and telephone number of the Person requesting exclusion; (b) each of the Person's purchases and sales of Cadence Publicly Traded Securities made during the Class Period, including the dates of purchase or sale, the number of shares of common stock and/or notes purchased and sold, and the price paid or received for each such purchase or sale; and (c) that the Person wishes to be excluded from the Class. All Persons who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or the Judgment entered in the Litigation.
11. Any Member of the Class may appear and show cause, if he, she or it has any, why the proposed settlement of the Litigation should or should not be approved as fair, reasonable, and adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation should or should not be approved, why attorneys' fees and expenses should or should not be awarded to counsel for the Lead Plaintiff; provided, however, that no Class Member or any other Person shall be heard or entitled to contest such matters, unless that Person has delivered by hand or sent by First-Class Mail written objections and copies of any papers and briefs such that they are received on or before February 2, 2012, by Robbins Geller Rudman & Dowd LLP, Jeffrey D. Light, 655 W. Broadway, Suite 1900, San Diego, CA 92101; Gibson, Dunn & Crutcher LLP, Ethan D. Dettmer, 555 Mission Street, Suite 3000, San Francisco, CA 94105, and filed said objections, papers, and briefs with the Clerk of the United States District Court for the Northern District of California, on or before February 2, 2012. Any Member of the Class who does not make his, her or its objection in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed settlement as set forth in the Stipulation, to the Plan of Allocation, or to the award of attorneys' fees and expenses to counsel for Lead Plaintiff, unless otherwise ordered by the Court.
12. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
13. All opening briefs and supporting documents in support of the settlement, the Plan of Allocation, and any application by Lead Counsel for attorneys' fees and expenses shall be filed and served fourteen (14) calendar days prior to the deadline for objections in ¶11. Replies to any objections shall be filed and served seven (7) calendar days prior to the Settlement Hearing.
14. Neither the Defendants and their Related Parties nor the Defendants' counsel shall have any responsibility for the Plan of Allocation or any application for attorneys' fees or expenses submitted by Lead Counsel, and such matters will be considered separately from the fairness, reasonableness, and adequacy of the settlement.
15. At or after the Settlement Hearing, the Court shall determine whether the Plan of Allocation proposed by Lead Counsel, and any application for attorneys' fees or payment of expenses shall be approved.
16. All reasonable expenses incurred in identifying and notifying Class Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the settlement is not approved by the Court, or otherwise fails to become effective, neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts incurred or properly disbursed pursuant to ¶¶ 2.6 or 2.7 of the Stipulation.
17. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by the Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault, or wrongdoing of any kind.
18. The Court reserves the right to adjourn the date of the Settlement Hearing without further notice to the Members of the Class, and retains jurisdiction to consider all further applications arising out of or connected with the proposed settlement. The Court may approve the settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Class.
19. If the Stipulation and the settlement set forth therein is not approved or consummated for any reason whatsoever, the Stipulation and settlement and all proceedings had in connection therewith shall be without prejudice to the rights of the Settling Parties status quo ante.
IT IS SO ORDERED.
A federal court authorized this Notice. This is not a solicitation from a lawyer.
• Your legal rights are affected whether you act or do not act. Read this Notice carefully.
• These rights and options —
• The Court in charge of this case must decide whether to approve the settlement. Payments will be made if the Court approves the settlement and, if there are any appeals, after appeals are resolved. Please be patient.
You or someone in your family may have purchased Cadence common stock, put and call options, 1.375% Notes due December 15, 2011, and/or 1.5% Notes due December 15, 2011 between April 23, 2008 and December 10, 2008, inclusive.
The Court directed that you be sent this Notice because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it and after any objections or appeals (if there are any) are resolved, the Claims Administrator appointed by the Court will make the payments that the settlement allows.
This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the case is the United States District Court, Northern District of California, and the case is known as In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC. The entity that leads the Litigation, Alaska Electrical Pension Fund, is called the Lead Plaintiff and the company and the individuals it sued are called Defendants.
This Litigation alleges that Cadence and certain of its executives violated the federal securities laws by engaging in a scheme to manage revenue and earnings, and to misrepresent and conceal the Company's true financial and business condition. Lead Plaintiff alleges that when Defendants disclosed the truth about the Company's financial results, Class Members suffered damages as a result of the decline in the price of Cadence Publicly Traded Securities.
Defendants deny all of Lead Plaintiff's allegations and further deny that they did anything wrong. Defendants also deny that Lead Plaintiff or the Class suffered damages or that the price of Cadence Publicly Traded Securities was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise.
In a class action, one or more people called class representatives (in this case, the Court-appointed the Alaska Electrical Pension Fund as Lead Plaintiff), sue on behalf of people who have similar claims. All of these people and/or entities are called a class or class members. One judge — in this case, United States District Court Judge Samuel Conti — resolves the issues for all class members, except for those who exclude themselves from the class.
The Court did not decide in favor of the Lead Plaintiff or Defendants. Instead, the lawyers for both sides of the lawsuit have negotiated a settlement, with the assistance of a former United States Magistrate Judge, that they believe is in the best interests of their respective clients. The settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the uncertainty of a trial and appeals, and permits Class Members to be compensated without further delay. The Lead Plaintiff and its attorneys think the settlement is best for all Class Members.
To see if you will get money from this settlement, you first have to determine if you are a Class Member.
The Class includes
Yes. Excluded from the Class are Defendants, members of the immediate families of the Individual Defendants, the directors, officers, subsidiaries, and affiliates of Cadence, any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded person. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to this Notice.
If you still are not sure whether you are included, you can ask for free help. You can call 1-800-447-7657 or visit www.gilardi.com for more information; or, you can call Rick Nelson at 1-800-449-4900 for more information; or, you can fill out and return the Proof of Claim described in Question 10 to see if you qualify.
Cadence has agreed to pay or cause to be paid $38,000,000 in cash, plus interest (the "Settlement Fund"). The Settlement Fund, plus interest earned from the date it is established, less costs, fees, and expenses (the "Net Settlement Fund"), will be divided among all eligible Class Members who send in valid Proofs of Claim ("Authorized Claimants"). Costs, fees, and expenses include Court-approved attorneys' fees and expenses, the costs of notifying Class Members, including the costs of printing and mailing this Notice and the cost of publishing newspaper notice, the costs of claims administration, and taxes on the Settlement Fund.
Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that Class Members send in and how many Cadence Publicly Traded Securities you purchased during the relevant period and when you bought and sold them.
For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Lead Plaintiff's counsel conferred with their damage consultants and the Plan of Allocation reflects an assessment of damages that they believe could have been recovered had Lead Plaintiff prevailed at trial.
In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.
A "Claim" will be calculated as follows:
The allocation below is based on the following price declines as well as the statutory PSLRA 90-day look-back amount of $3.80:
1. For shares of Cadence common stock
(a) If sold prior to October 23, 2008, the claim per share is zero.
(b) If sold on October 23, 2008 through December 10, 2008, the claim per share shall be the lesser of (i) $1.10 (October 23, 2008 Price Decline), or (ii) the difference between the purchase price and the selling price.
(c) If retained at the end of December 10, 2008 and sold before March 11, 2009, the claim per share shall be the lesser of (i) $1.99 (October 23, 2008 and December 11, 2008 Price Declines), or (ii) the difference between the purchase price and the selling price, or (iii) the difference between the purchase price per share and the average closing price per share up to the date of sale as set forth in the table below.
(d) If retained, or sold, on or after March 11, 2009, the claim per share shall be the lesser of (i) $1.99 (October 23, 2008 and December 11, 2008 Price Declines), or (ii) the difference between the purchase price per share and $3.80 per share.
2. For shares of Cadence common stock
(a) If sold prior to December 11, 2008, the claim per share is zero.
(b) If retained at the end of December 10, 2008 and sold before March 11, 2009, the claim per share shall be the lesser of (i) $0.89 (December 11, 2008 Price Decline), or (ii) the difference between the purchase price and the selling price, or (iii) the difference between the purchase price per share and the average closing price per share up to the date of sale as set forth in the table below.
(c) If retained, or sold, on or after March 11, 2009, the claim per share shall be the lesser of (i) $1.99 (October 23, 2008 and December 11, 2008 Price Declines), or (ii) the difference between the purchase price per share and $3.80 per share.
1. For call options on Cadence common stock
(a)
(b)
2. For call options on Cadence common stock
1. For put options on Cadence common stock
(a)
(b)
2. For put options on Cadence common stock
Note: In the case the option was exercised for Cadence common stock, the amount paid, or proceeds received, upon the settlement of the option contract equals the intrinsic value of the option using Cadence common stock's closing price on the date the option was exercised.
Note: The combined recovery for the put/call options shall not exceed 3% of the Net Settlement Fund.
1. For Cadence 1.375% Notes
(a) sold prior to October 23, 2008, the claim per Note is $0.
(b) sold on October 23, 2008 through December 10, 2008, the claim per Note is the purchase price less the sales price.
(c) retained at the end of December 10, 2008, the claim per Note is the purchase price less $600.00 (December 11, 2008 Price).
2. For Cadence 1.375% Notes
(a) sold prior to December 11, 2008, the claim per Note is $0.
(b) retained at the end of December 10, 2008, the claim per Note is the purchase price less $600.00 (December 11, 2008 Price).
1. For Cadence 1.5% Notes
(a) sold prior to October 23, 2008, the claim per Note is $0.
(b) sold on October 23, 2008 through December 10, 2008, the claim per Note is the purchase price less the sales price.
(c) retained at the end of December 10, 2008, the claim per Note is the purchase price less $442.50 (December 16, 2008 Price).
2. For Cadence 1.5% Notes
(a) sold prior to December 11, 2008, the claim per Note is $0.
(b) retained at the end of December 10, 2008, the claim per Note is the purchase price less $442.50 (December 16, 2008 Price).
Note: The combined recovery for the Notes shall not exceed 2% of the Net Settlement Fund.
For Class Members who held Cadence Publicly Traded Securities at the beginning of the Class Period or made multiple purchases or sales during the Class Period, the first-in, first-out ("FIFO") method will be applied to such holdings, purchases, and sales for purposes of calculating a claim. Under the FIFO method, sales of Cadence Publicly Traded Securities during the Class Period will be matched against the same type of security, in chronological order, first against securities held at the beginning of the Class Period. The remaining sales of Cadence Publicly Traded Securities during the Class Period will then be matched, in chronological order, against like Cadence Publicly Traded Securities purchased during the Class Period.
An Authorized Claimant will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member had a net loss, after all profits from transactions in Cadence Publicly Traded Securities during the Class Period are subtracted from all losses. However, the proceeds from sales of Cadence Publicly Traded Securities which have been matched against Cadence Publicly Traded Securities held at the beginning of the Class Period will not be used in the calculation of such net loss.
The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member on equitable grounds.
Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person shall have any claim against Lead Plaintiff, any Plaintiffs' counsel, any claims administrator or other Person designated by Lead Plaintiff's counsel or Defendants and/or the Related Parties and/or the Released Persons and/or their counsel based on distributions made substantially in accordance with the Stipulation and the settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of any judgment entered and the releases given.
10. How will I get a payment?
To qualify for a payment, you must send in a Proof of Claim. A Proof of Claim is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it in the enclosed envelope postmarked no later than _________, 2011.
The Court will hold a hearing on _________, 2011, at ______, to decide whether to approve the settlement. If Judge Conti approves the settlement, there may be appeals. It is always uncertain whether these appeals can be resolved favorably, and resolving them can take time, perhaps more than a year. It also takes time for all the claim forms to be processed. If there are no appeals and depending on the number of claims submitted, the Claims Administrator could distribute the Net Settlement Fund as early as nine months after the fairness hearing. Please be patient.
Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in this case or about issues that could have been asserted in this case. It also means that all of the Court's orders will apply to you and legally bind you and you will release your Released Claims in this case against the Released Persons. "Released Claims" means any and all claims, debts, demands, controversies, obligations, losses, rights or causes of action or liabilities of any kind or nature whatsoever (including, but not limited to, any claims for damages (whether compensatory, special, incidental, consequential, punitive, exemplary or otherwise), injunctive relief, declaratory relief, rescission or rescissionary damages, interest, attorneys' fees, expert or consulting fees, costs, expenses, or any other form of legal or equitable relief whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether known or unknown, fixed or contingent, suspected or unsuspected, concealed or hidden, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including Unknown Claims, that (i) have been asserted in this Litigation by the Class Members or any of them against any of the Released Persons, or (ii) could have been asserted in the Litigation or any other forum by the Class Members or any of them against any of the Released Persons which arise out of or are based upon or related in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Litigation, including, without limitation, statements or omissions regarding the Company's financial results, accounting policies or practices, results of operations or internal controls, and that relate to the purchase of Cadence Publicly Traded Securities during the Class Period. Released Claims do not include any derivative claims, which are the subject of a separate stipulation of settlement or claims to enforce this settlement.
"Unknown Claims" means any Released Claims which Lead Plaintiff or any Class Member do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decisions with respect to this settlement. With respect to any and all Released Claims, the Parties stipulated and agreed that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code §1542, which provides:
Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.
"Released Persons" means each and all of the Defendants and their past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, any entity in which a Defendant has a controlling interest, any members of any Individual Defendant's immediate family, or any trust of which any Individual Defendant is the settlor or which is for the benefit of any Individual Defendant's family.
If you do not want a payment from this settlement, but you want to keep the right to sue or continue to sue the Defendants on your own about the same issues in this case, then you must take steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting out of the Class.
To exclude yourself from the Class, you must send a letter by mail stating that you want to be excluded from In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC. You must include your name, address, telephone number, your signature, the number of shares of Cadence common stock and/or other Cadence Publicly Traded Securities you purchased and sold between April 23, 2008 and December 10, 2008, inclusive, and the dates and prices of such purchases and sales, and the price paid or received for each such purchase or sale. You must mail your exclusion request postmarked no later than _________, 2011 to:
You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are not eligible to get any settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit.
No. Unless you exclude yourself, you give up any right to sue Defendants for the claims that this settlement resolves. Remember, the exclusion deadline is _________, 2011.
No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. Once you exclude yourself, you will receive no cash payment even if you also submit a Proof of Claim.
The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the Court for payment from the Settlement Fund; you will not otherwise be charged for their work. If you want to be represented by your own lawyer, you may hire one at your own expense.
At the fairness hearing, Lead Plaintiff's counsel will request the Court to award attorneys' fees of 25% of the Settlement Fund and for expenses up to $800,000, which were incurred in connection with the Litigation. If awarded, the cost would be $0.05 per share. This compensation will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses. To date, Lead Plaintiff's counsel have not received any payment for their services in conducting this Litigation on behalf of the Lead Plaintiff and the Class, nor have counsel been paid for their expenses. The fee requested will compensate Lead Plaintiff's counsel for their work in achieving the Settlement Fund and is well within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may award less than this amount.
You can tell the Court that you do not agree with the settlement, the Plan of Allocation, or Lead Plaintiff's counsel's request for an award of attorneys' fees and expenses.
If you are a Class Member (and you have not excluded yourself), you can object to the settlement, the request for attorneys' fees and expenses, or the Plan of Allocation if you do not like any part of it. You can give reasons why you think the Court should not approve the settlement, the request for attorneys' fees and expenses, or the Plan of Allocation. The Court will consider your views. To object, you must send a signed letter saying that you object to the proposed settlement in In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC. Be sure to include your name, address, telephone number, your signature, the number of shares of Cadence Publicly Traded Securities purchased between April 23, 2008 and December 10, 2008, inclusive, and the reasons you object to the settlement, the requested attorneys' fees and expenses, or the Plan of Allocation. Any such objection must be mailed or delivered such that it is received by each of the following no later than ____________, 2011:
Objecting is telling the Court that you do not like something about the proposed settlement. You can object
The Court will hold a hearing to decide whether to approve the proposed settlement. You may attend, but you do not have to.
The Court will hold a hearing at ______, on _________, 2011, at the United States District Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102. At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court will also decide whether to approve the payment of fees and expenses to Lead Plaintiff's counsel, including the Plan of Allocation. We do not know how long the hearing will take or whether the Court will make its decision on the day of the hearing or sometime later.
No. Lead Plaintiff's counsel will answer questions Judge Conti may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but you are not required to do so.
You may ask the Court for permission to speak at the hearing. To do so, you must send a letter saying that it is your intention to appear in In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC. Be sure to include your name, address, telephone number, your signature, and the number of Cadence Publicly Traded Securities purchased between April 23, 2008 and December 10, 2008, inclusive. Your notice of intention to appear must be received no later than _________________, 2011 by the Clerk of the Court, Lead Plaintiff's counsel, and Defendants' counsel, at the addresses listed in Question 18. You cannot speak at the hearing if you exclude yourself from the Class.
If you do nothing, you will get no money from this settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants about the same issues in this case.
This Notice summarizes the proposed settlement. More details are in the Stipulation dated May 31, 2011, which has been filed with the Court. You can get a copy of the Stipulation from the Clerk's office at the United States District Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, during regular business hours, or at www.gilardi.com, or you can contact a representative of Lead Counsel at the number and address below in the answer to Question 25.
You can call 1-800-449-4900 or write to a representative of Lead Plaintiff's counsel, Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, or visit the Claims Administrator's website at www.gilardi.com.
If you hold any Cadence common stock or put and call options, 1.375% Notes due December 15, 2011, or 1.5% Notes due December 15, 2011, purchased between April 23, 2008 and December 10, 2008, inclusive, as a nominee for a beneficial owner, then, within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator:
If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.
Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.
1. To recover as a Member of the Class based on your claims in the consolidated action entitled In re Cadence Design Systems, Inc. Securities Litigation, No. C-08-4966 SC (the "Litigation"), you must complete and, on page ___ hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed settlement.
2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the settlement of the Litigation.
3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM POSTMARKED ON OR BEFORE ___________, 2011, ADDRESSED AS FOLLOWS:
If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class Action ("Notice")) DO NOT submit a Proof of Claim.
4. If you are a Member of the Class and you did not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.
If you purchased Cadence common stock, 1.375% Notes due December 15, 2011, 1.5% Notes due December 15, 2001, and/or Cadence put and call options (collectively "Cadence Publicly Traded Securities") and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased Cadence Publicly Traded Securities and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.
Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of the Cadence Publicly Traded Securities which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OF THE CADENCE PUBLICLY TRADED SECURITIES UPON WHICH THIS CLAIM IS BASED.
All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.
Use Part II of this form entitled "Schedule of Transactions in Cadence Publicly Traded Securities" to supply all required details of your transaction(s) in Cadence Publicly Traded Securities. Use Part III of this form entitled "Schedule of Transactions in Cadence Options" to supply all required details of your transaction(s) in put and call options of Cadence common stock. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.
On the schedules, provide all of the requested information with respect to
List each transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list.
The date of covering a "short sale" is deemed to be the date of purchase of Cadence common stock. The date of a "short sale" is deemed to be the date of sale of Cadence common stock.
Copies of broker confirmations or other documentation of your transactions in Cadence Publicly Traded Securities should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.
NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at ____________ or visit their website at www.gilardi.com to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data.
PART II: SCHEDULE OF TRANSACTIONS IN CADENCE PUBLICLY TRADED SECURITIES
1. Common Stock
2. 1.375% Notes Due December 15, 2011
3. 1.5% Notes Due December 15, 2011
PART III. SCHEDULE OF TRANSACTIONS IN CADENCE OPTIONS
A. I made the following purchase/repurchase of options on Cadence common stock during the period from April 23, 2008 through December 10, 2008, inclusive:
B. I made the following sales/written options on Cadence common stock during the period from April 23, 2008 through December 10, 2008, inclusive:
If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page.
I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Northern District of California, with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to furnish additional information to the Claims Administrator to support this claim (including transactions in other Cadence securities) if requested to do so. I (We) have not submitted any other claim covering the same purchases or sales of Cadence Publicly Traded Securities during the Class Period and know of no other person having done so on my (our) behalf.
1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from the Released Claims each and all of the "Released Persons," defined as each and all of the Defendants and their Related Parties. "Related Parties" means each of a Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, any entity in which a Defendant has a controlling interest, any members of any Individual Defendant's immediate family, or any trust of which any Individual Defendant is the settlor or which is for the benefit of any Individual Defendant's family.
2. "Released Claims" means any and all claims, debts, demands, controversies, obligations, losses, rights or causes of action or liabilities of any kind or nature whatsoever (including, but not limited to, any claims for damages (whether compensatory, special, incidental, consequential, punitive, exemplary or otherwise), injunctive relief, declaratory relief, rescission or rescissionary damages, interest, attorneys' fees, expert or consulting fees, costs, expenses, or any other form of legal or equitable relief whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether known or unknown, fixed or contingent, suspected or unsuspected, concealed or hidden, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including Unknown Claims (as defined below), that (i) have been asserted in this Litigation by the Class Members or any of them against any of the Released Persons (as defined above), or (ii) could have been asserted in the Litigation or any other forum by the Class Members or any of them against any of the Released Persons which arise out of or are based upon or related in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Litigation, including, without limitation, statements or omissions regarding the Company's financial results, accounting policies or practices, results of operations or internal controls, and that relate to the purchase of Cadence Publicly Traded Securities during the Class Period. Released Claims do not include any derivative claims, which are the subject of a separate stipulation of settlement or claims to enforce this settlement.
3. "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decisions with respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code §1542, which provides:
Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code §1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.
4. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.
5. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Cadence Publicly Traded Securities which occurred during the Class Period as well as the number of shares of Cadence Publicly Traded Securities held by me (us) at the close of trading on April 22, 2008 and December 10, 2008, as well as the number of shares of Cadence common stock held by me (us) on March 10, 2009.
I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing information supplied on this Proof of Claim by the undersigned is true and correct.
Reminder Checklist:
TO: ALL PERSONS WHO PURCHASED CADENCE DESIGN SYSTEMS, INC. ("CADENCE") COMMON STOCK, PUT AND CALL OPTIONS, 1.375% NOTES DUE DECEMBER 15, 2011, AND/OR 1.5% NOTES DUE DECEMBER 15, 2011 BETWEEN APRIL 23, 2008 AND DECEMBER 10, 2008, INCLUSIVE
YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District Court for the Northern District of California, a hearing will be held on _________________, 2011, at __:__ __.m., before the Honorable Samuel Conti, at the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, for the purpose of determining: (1) whether the proposed settlement of the Litigation for the sum of $38,000,000 in cash should be approved by the Court as fair, reasonable, and adequate; (2) whether, thereafter, this Litigation should be dismissed with prejudice against the Defendants as set forth in the Stipulation of Settlement dated as of May 31, 2011; (3) whether the Plan of Allocation of settlement proceeds is fair, reasonable, and adequate and therefore should be approved; and (4) the reasonableness of the application of Lead Counsel for the payment of attorneys' fees and expenses incurred in connection with this Litigation, together with interest thereon.
If you purchased Cadence common stock, or put and call options, 1.375% Notes due December 15, 2011, and/or 1.5% Notes due December 15, 2011 between April 23, 2008 and December 10, 2008, inclusive, your rights may be affected by this Litigation and the settlement thereof. If you have not received a detailed Notice of Proposed Settlement of Class Action and a copy of the Proof of Claim and Release, you may obtain copies by writing to Cadence Securities Litigation, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA 94912-8040, or by downloading this information at www.gilardi.com. If you are a Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release postmarked no later than _________, 2011, establishing that you are entitled to a recovery. You will be bound by any judgment rendered in the Litigation unless you request to be excluded, in writing, to the above address, postmarked by __________, 2011.
Any objection to any aspect of the settlement must be filed with the Clerk of the Court no later than __________, 2011, and
