Exactech Shareholder Litigation Settlement

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Exactech Shareholder Litigation Settlement
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The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Class Action and Motion for Attorneys' Fees and Expenses (the “Notice”), which you can access by clicking here. Since this website is just a summary, you should review the Notice for additional information.

 If you are a member of the Class, your rights will be affected and you may be eligible for a payment from the Settlement, unless you timely request to be excluded.  The Class consists of:

 

All Unaffiliated Shareholders who held Exactech common stock shares as of January 12, 2018 and were entitled to vote those shares in favor or against the Merger Agreement with TPG on February 13, 2018, excluding Defendants and all members of their immediate families and excluding Rollover Investors [defined and individually listed herein] and all members of their immediate families.

* * *

The “Rollover Investors” are: William Petty; David Petty; Betty Petty; Prima Investments, L.P; Miller Holdings, LLC, a Florida limited liability company 100% owned by Gary Miller (Exactech’s co-founder and EVP of Research and Development) with his wife and children; Bruce Thompson (Exactech’s SVP of Strategic Initiatives); Joel C. Phillips (Exactech’s CFO); Donna Edwards, (Exactech’s VP of Legal); Chris Roche (Exactech’s Director of Engineering); and Steve Szabo (Exactech’s VP of Marketing).

 

Please read the Notice carefully.

 

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

SUBMIT A CLAIM FORM EITHER ONLINE NO LATER THAN JULY 5, 2022, OR BY MAIL, POSTMARKED NO LATER THAN JULY 5, 2022 (IF MAILED).

This is the only way to be eligible to receive a payment from the proceeds of the Settlement.  If you are a Class Member and you remain in the Class, you will be bound by the Settlement as approved by the Court.

EXCLUDE YOURSELF FROM THE CLASS BY FILING A VALID WRITTEN REQUEST FOR EXCLUSION WITH THE COURT NO LATER THAN APRIL 18, 2022.

You may request exclusion from the Class by filing a statement with the Court asking to be excluded. Review page 4 of the Notice for additional instructions. If you exclude yourself from the Class, you will not be eligible to receive any payment from the Common Fund.  This is the only option that allows you ever to be part of any other lawsuit against any of the Defendants or the other Defendants’ Releasees concerning the Released Plaintiffs’ Claims.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION TO THE COURT AND THE LAWYERS SO THAT IT IS RECEIVED NO LATER THAN APRIL 4, 2022.

You can object to any part or all of the Settlement by writing to the Court. Review pages 5 and 6 of the Notice for additional instructions. If you do not like  any part or all of  the Settlement, you may write to the Court and explain why.  You cannot object to the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of litigation expenses unless you are a Class Member and do not exclude yourself from the Class. 

ATTEND THE VIRTUAL SETTLEMENT FAIRNESS HEARING ON APRIL 25, 2022 AT 2:15 P.M. AND/OR THE RULE 1.250(B) HEARING ON APRIL 25, 2022 AT 2:00 PM. IF YOU WISH TO SPEAK AT EITHER HEARING, YOU MUST FILE WITH THE COURT A WRITTEN NOTICE OF INTENTION TO APPEAR NO LATER THAN APRIL 4, 2022.

The virtual Settlement Fairness Hearing and the virtual Rule 1.250(b) Hearing will be open to the public on the Zoom platform only. If you wish to attend, please check this website on the day of the hearings for information needed to attend virtually. You may ask the Court for permission to speak at the Settlement Fairness Hearing if you file a written objection.  Review pages 5, 6, and 7 of the Notice for additional instructions. The judge might not allow you to speak at either hearing if you exclude yourself from the Class or if you have not provided written notice of your intention to appear.

DO NOTHING.

If you are a member of the Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Common Fund.  You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

 

The Settlement Fairness Hearing and the Rule 1.250(b) Hearing

A virtual hearing will be held before the Honorable Alan Fine, on April 25, 2022 at 2:15 p.m. on the Zoom platform  (the “Settlement Fairness Hearing”) to determine whether the Court should: (i) approve the proposed Settlement as fair, reasonable and adequate; (ii) dismiss the Action with prejudice as provided in the Stipulation and Agreement of Compromise, Settlement and Release, dated February 4, 2022 (“Stipulation”); (iii) approve the proposed plan of allocation for distribution of the proceeds of the Settlement (the “Net Common Fund”) among Authorized Claimants; and (iv) approve Class Counsel’s Fee and Expense Application.

A virtual hearing will also be held before the Honorable Alan Fine, immediately prior to the Settlement Fairness Hearing, on April 25, 2022, at 2:00 p.m. on the Zoom platform (the “Rule 1.250(b) Hearing”) to determine whether certain defendants (Exactech’s Outside Directors) may be dropped from the case prior to the entry of Final Judgment.

What is this case about?

The Action involves allegations that Defendants and the Company’s Outside Directors breached their fiduciary duties to Exactech’s public shareholders (the Unaffiliated Shareholders), in connection with Exactech’s 2018 merger with affiliates of TPG Capital L.P., by allowing Company insiders (the Rollover Investors) to exchange some of their shares in Exactech for equity in the post-transaction private company, an opportunity that was not offered or afforded to the Unaffiliated Shareholders. The Settlement shall in no event be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury, or damages, or of any wrongful conduct, acts, or omissions on the part of any of the Released Parties, or of any infirmity of any defense, or of any damages to the Plaintiffs or any other Class Member. The Settlement resolves all of the claims in the Action, as well as certain other claims or potential claims, whether known or unknown.

The Settlement Benefits  

The Settlement, if approved, will result in the creation of a cash settlement fund of $5,600,000 (the “Settlement Amount”). The Settlement Amount, plus accrued interest (the “Common Fund”) and minus the costs of providing notice and all costs associated with the administration of the Settlement, as well as any attorneys’ fees and expenses that may be approved by the Court (the “Net Common Fund”), will be distributed to Class Members pursuant to the Plan of Allocation that is described in the Notice.

Further Information

This website and the Notice summarize the Settlement.  For more details regarding the Settlement, please reference the Stipulation and Agreement of Compromise, Settlement and Release, or other documents filed in the case under the “Court Documents” link on the left.  You may also contact the Settlement Administrator or Class Counsel for further information regarding the Settlement:

Settlement Administrator:

Exactech Shareholder Litigation Settlement

Settlement Administrator

c/o A.B. Data

P.O. Box 173056

Milwaukee, WI 53217

Phone: (877) 315-0587

www.ExactechShareholderSettlement.com


Class Counsel:

Andrew J. Entwistle, Esq.

ENTWISTLE & CAPPUCCI LLP

500 West 2nd Street, Suite 1900-16

Austin, TX  78701



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