CLASS NOTICE: On April 28, 2023, Plaintiff’s Motion for Approval of Plan of Distribution was filed with the Court.
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.
On April 27, 2022, the Court held a hearing to consider final approval of the Settlement and related matters. Following the hearing, the Court entered an order finally approving the Settlement, approving the Plan of Allocation for the proceeds of the Settlement, and awarding attorney's fees and litigation expenses.
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.
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* *
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.
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YOUR
LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:
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SUBMIT
A CLAIM FORM
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The deadline to submit a claim has passed.
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EXCLUDE
YOURSELF
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The deadline to exclude yourself from the Settlement has passed.
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OBJECT TO THE
SETTLEMENT
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The deadline to object to the Settlement has passed.
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DO NOTHING.
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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.
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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