California Micro Devices Settles Shareholder Class Action Lawsuits
January 20 2010 - 5:00AM
PR Newswire (US)
MILPITAS, Calif., Jan. 20 /PRNewswire-FirstCall/ -- California
Micro Devices Corporation (NASDAQ:CAMD) today announced that it and
the other named defendants in the three purported class action
lawsuits that were filed in connection with the proposed
acquisition of California Micro Devices by ON Semiconductor
Corporation (NASDAQ:ONNN) have entered into a memorandum of
understanding with counsel for the plaintiffs. Under the terms of
the memorandum of understanding, the parties have agreed to settle
the lawsuits, subject to court approval. As part of the settlement,
the defendants deny all allegations of wrongdoing and deny that the
disclosures made by the Company in the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 that was
previously mailed by California Micro Devices were inadequate.
Under the terms of the memorandum of understanding, the Company
agreed to make available certain additional information to its
stockholders in an amendment to the Schedule 14D-9. The memorandum
of understanding further contemplates that the parties will enter
into a stipulation of settlement. The stipulation of settlement
will be subject to customary conditions, including court approval
following notice to members of the proposed settlement class. If
finally approved by the court, the settlement will resolve all of
the claims that were or could have been brought on behalf of the
proposed settlement class in the action being settled, including
all claims relating to the tender offer, the merger, the merger
agreement, the adequacy of the merger consideration, the
negotiations preceding the merger agreement, the adequacy and
completeness of the disclosures made in connection with the offer
and the merger and any actions of the individual defendants in
connection with the offer, the merger or the merger agreement,
including any alleged breaches of the fiduciary duties of any of
the defendants, or the aiding and abetting thereof. If the court
does approve of the settlement after a notice period, then all
public stockholders who did not elect to opt out of such settlement
will be bound thereby. In addition, in connection with the
settlement and as provided in the memorandum of understanding, and
subject to approval by the court, the Company or its insurer will
pay to plaintiffs' counsel for their fees and expenses an amount
not to exceed $495,000. This payment will not affect the amount of
consideration to be paid to stockholders of the Company in
connection with the offer and the subsequent merger. Furthermore,
any payment is also conditioned on the offer being consummated so
the Company's stockholders will not indirectly bear such payment.
The additional information to supplement California Micro Devices'
Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 will also be set forth in a Current Report on Form 8-K that
California Micro Devices will file with the Securities and Exchange
Commission. The additional information should be read in
conjunction with the Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9, as supplemented to date. About
California Micro Devices Corporation California Micro Devices
Corporation is a leading supplier of protection devices for the
mobile handset, high brightness LED (HBLED), digital consumer
electronics and personal computer markets. Detailed corporate and
product information may be accessed at http://www.cmd.com/. All
statements contained in this press release that are not historical
facts are forward-looking statements which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. They are not guarantees of future performance or
events. Rather, they are based on current expectations, estimates,
beliefs, assumptions, and goals and objectives and are subject to
uncertainties that are difficult to predict. As a result, our
actual results may differ materially from the statements made.
Often such statements can be identified by their use of words such
as will, intends, expects, plans, believes, anticipates, and
estimates. Forward-looking statements made in this release include
statements regarding court approval of the terms of the settlement
of the lawsuits. These forward-looking statements are based upon
our assumptions about and assessment of the future, which may or
may not prove true, and involve a number of risks and uncertainties
including, but not limited to risks relating to the court's refusal
to approve the terms of the settlement as well as the risk factors
detailed in the company's Form 8K, 10K, and 10Q filings with the
Securities and Exchange Commission. These forward-looking
statements speak only as to the date of this release, and, except
as required by law, we undertake no obligation to publicly release
updates or revisions to these statements whether as a result of new
information, future events, or otherwise. Important Additional
Information About the Transaction This press release is neither an
offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of
California Micro Devices common stock are being made pursuant to an
offer to purchase and related materials that Pac-10 Acquisition
Corporation, an indirect, wholly-owned subsidiary of ON
Semiconductor, has filed with the SEC and mailed to California
Micro Devices' stockholders. Pac-10 Acquisition Corporation has
filed a tender offer statement on Schedule TO with the SEC with
respect to the offer, and California Micro Devices has filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the Offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials are available at no charge from the SEC through its
website at http://www.sec.gov/. DATASOURCE: California Micro
Devices Corporation CONTACT: Kevin Berry, Chief Financial Officer
of California Micro Devices Corporation, +1-408-934-3144, Web Site:
http://www.cmd.com/
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