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Forsta AP-Fonden v. St. Jude Medical, Inc.

United States District Court, D. Minnesota

November 9, 2016

FORSTA AP-FONDEN AND DANSKE INVEST MANAGEMENT A/S, Individually and on Behalf of All Others Similarly Situated, Plaintiffs,
v.
ST. JUDE MEDICAL, INC., DANIEL J. STARKS, JOHN C. HEINMILLER, ERIC S. FAIN, MICHAEL T. ROUSSEAU, and DONALD J. ZURBAY, Defendants.

          ORDER AND FINAL JUDGMENT

          JOAN N. ERICKSEN United States District Judge

         This matter is before the Court in response to the Class Representatives' unopposed Motion for Final Approval of Class Action Settlement and Plan of Allocation. (Docket No. 295.) Class Representatives seek approval of the Stipulation and Agreement of Settlement dated July 7, 2016 (the “Stipulation”). (Dkt No. 290.) The Court preliminarily approved the Stipulation and established settlement notice procedures on July 13, 2016 (the “Preliminary Approval Order”). (Dkt. No. 292.) Since that time, the notice procedures have been carried out, and there have been no objections to the Motion for Final Approval. The Court held a Settlement Fairness Hearing pursuant to Federal Rule of Civil Procedure 23(e) on November 9, 2016 to evaluate the merits of the Settlement. The Court has considered all matters submitted to it at the Settlement Fairness Hearing and otherwise.

         NOW, THEREFORE, based on the files, records, and proceedings herein, THE COURT HEREBY FINDS AND ORDERS AS FOLLOWS:

         1. The Court has jurisdiction over the subject matter of the Action and over all Parties to the Action, including the Class Representatives, all Class Members, Plaintiffs' Counsel, and the Defendants. All capitalized terms used in this Order and Final Judgment have the meanings as defined in the Stipulation.

         2. This Action has previously been certified by the Court as a class action, pursuant to Fed.R.Civ.P. Rule 23(b)(3). The Class consists of all persons or entities who purchased or otherwise acquired St. Jude Medical, Inc. (“St. Jude”) common stock during the Class Period, from February 5, 2010 through November 20, 2012, and who were damaged thereby (the “Class”). Excluded from the Class are: (i) Defendants; (ii) members of the immediate family of each of the Individual Defendants; (iii) any person who was an executive officer and/or director of St. Jude Medical, Inc. during the Class Period; (iv) any person, firm, trust, corporation, officer, director, or any other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants; and (v) the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party. Also excluded from the Class are the persons and entities who previously requested exclusion in connection with the Notice of Pendency as set forth in Exhibit C to the Stipulation, which includes 26 requests for exclusion. This list also includes the two requests for exclusion, received after the deadline to request exclusion. The list excludes those persons or entities who previously requested exclusion, but have timely elected to opt back into the Class pursuant to the provisions and procedures provided in the Settlement Notice. A complete list of those who have previously requested exclusion from the Class and have not timely elected to opt back in is attached as Exhibit 1 hereto.

         3. This Court has previously appointed lead plaintiffs Första AP-fonden and Danske Invest Management A/S as the Class Representatives.

         4. The Court has reviewed the notice provided by Defendants pursuant to the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, and finds that the notice provisions of CAFA have been fully satisfied by the Defendants.

         5. Notice of the pendency of this Action as a class action was previously provided to all Class Members who could be identified with reasonable effort. In connection with the Notice of Pendency, Class Members were given an opportunity to request exclusion from the Class. The form and method of notifying the Class of the pendency of the Action as a class action met the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of 1995, due process, and any other applicable law or rules, constituted the best notice practicable under the circumstances, was reasonably calculated to apprise interested parties of the matters before the Court and their right to object to such matters, and constituted due and sufficient notice to all persons and entities entitled thereto.

         6. In the Preliminary Approval Order, a form of Notice of (I) Proposed Settlement of Class Action; (II) Motion for an Award of Attorneys' Fees and Reimbursement of Expenses; and (III) Settlement Fairness Hearing (“Settlement Notice”) was approved by the Court, as was a Proof of Claim form and a form of Publication Notice. In accordance with the Preliminary Approval Order, Class Counsel have filed with the Court proof of mailing of the Settlement Notice and Proof of Claim and proof of publication of the Publication Notice. Based on those submissions, the Court finds that the Settlement Notice in the form approved by the Court was mailed to all persons or entities reasonably identifiable, who purchased or acquired the common stock of St. Jude during the period from February 5, 2010 through November 20, 2012, and that a Publication Notice in the form approved by the Court was published in the national edition of Investor's Business Daily and transmitted over PR Newswire in accordance with this Court's orders. The Court finds that the form and method of notifying the Class Members of the proposed Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of 1995, due process, and any other applicable law or rule, constituted the best notice practicable under the circumstances, was reasonably calculated to apprise interested parties of the matters before the Court and their right to object to such matters, and constituted due and sufficient notice to all persons and entities entitled thereto.

         7. The Court finds that the Settlement is fair, reasonable, and adequate with respect to the Class and the Class Members, and that the Class Representatives and Plaintiffs' Counsel have fairly and adequately represented all of the Class Members with respect to the Settlement, including twice negotiating the Settlement at arm's-length with the assistance of an independent mediator and conducting extensive discovery on behalf of the Class. The Court has considered (1) the disputed merits of Plaintiffs' case weighed against the terms of the settlement, (2) the Defendants' positive financial condition, (3) the considerable complexity and expense of further litigation, and (4) the lack of any opposition to the Stipulation. See In re Uponor, Inc., F1807 Plumbing Fittings Prods. Liab. Litig., 716 F.3d 1057, 1063 (8th Cir. 2013). Here, Plaintiffs' liability and damages theories are based on complex facts and are heavily dependent on expert opinions. The Class's chance of success in future proceedings is therefore uncertain. The Settlement provides the Class with compensation, on a pro-rata basis, from a fund which is comparable to those approved in similar securities class action settlements. Approval of the Settlement will result in substantial savings of time, money, and effort to the Court and the Parties. In light of the foregoing, the Court is convinced the Settlement is fair, reasonable, and adequate. The Court therefore fully and finally approves the Settlement in all respects, pursuant to Fed.R.Civ.P. 23(g). The Parties are directed to implement, perform and consummate the Settlement in accordance with the terms and provisions of the Stipulation. Without further order of the Court, the Parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation provided that no deadlines established by this Order and Final Judgment shall be altered absent Court approval.

         8. The Second Amended Consolidated Complaint for Violations of the Federal Securities Laws dated October 7, 2014 (the “Second Amended Consolidated Complaint”) (Dkt. No. 111), together with all claims therein, is hereby DISMISSED WITH PREJUDICE.

         9. In accordance with the Stipulation, upon the Effective Date of the Settlement, Plaintiffs and each member of the Class, on behalf of themselves, and their personal representatives, heirs, executors, administrators, trustees, predecessors, successors and assigns, shall, with respect to each and every Released Claim, be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally and forever released, relinquished and discharged, and shall forever be enjoined from prosecuting, any Released Claim against any of the Released Defendant Parties. Plaintiffs and all the other members of the Class, together with their personal representatives, heirs, executors, administrators, trustees, predecessors, successors and assigns, are hereby permanently barred and enjoined from instituting, commencing or prosecuting against Defendants and all other Released Defendant Parties any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for compensatory, punitive, or statutory damages, interest, attorneys' fees, and any other costs, expenses or liability whatsoever), whether known or unknown (including Unknown Claims as defined herein), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether legal, equitable, statutory or of any other type or form, whether brought in an individual, representative, class, derivative or any other capacity, whether fixed or contingent, liquidated or un-liquidated, that (1) (A) were alleged or asserted, or which could have been alleged or asserted, in the Action or (B) in any way relate to or arise from any of the conduct, statements, communications, occurrences, omissions, acts, or failures to act that were alleged or asserted in the Action, and (2) relate to the purchase or other acquisition, sale or other disposition, or ownership of St. Jude stock during the Class Period (all of the foregoing constituting the “Released Claims, ” as set forth in the Stipulation). Notwithstanding the foregoing, Released Claims shall not include claims to enforce the terms of the Stipulation or the Settlement. As set forth in the Stipulation, the Released Defendant Parties consist of all of the Defendants and each of their respective past, present, or future subsidiaries, parents, affiliates, successors, predecessors, and each and all of their respective officers, directors, agents, employees, attorneys, advisors, investment advisors, auditors, accountants, insurers, legal representatives, heirs, successors in interest or assigns.

         10. In accordance with the Stipulation, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their personal representatives, heirs, executors, administrators, trustees, predecessors, successors and assigns, shall, with respect to each and every Released Defendants' Claim, be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally and forever released, relinquished and discharged, and shall forever be enjoined from prosecuting, any Released Defendants' Claims against Plaintiffs and all other Released Plaintiff Parties. Defendants, together with their personal representatives, heirs, executors, administrators, trustees, predecessors, successors and assigns, are hereby permanently barred and enjoined from instituting, commencing or prosecuting against Plaintiffs and all other Released Plaintiff Parties any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for compensatory, punitive, or statutory damages, interest, attorneys' fees, and any other costs, expenses or liability whatsoever), whether known or unknown (including Unknown Claims as defined herein), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether legal, equitable, statutory or of any other type or form, whether brought in an individual, representative, class, derivative or any other capacity, whether fixed or contingent, liquidated or un-liquidated, that have been or could have been asserted in the Action or any forum by Defendants and/or any of the Released Defendant Parties against the Class Representatives collectively or individually, any Class Member, any other Released Plaintiff Parties, or their attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of the Action (all of the foregoing constituting the “Released Defendants' Claims, ” as set forth in the Stipulation). As set forth in the Stipulation, the Released Plaintiff Parties consist of Plaintiffs, all Class Members and Plaintiffs' Counsel, and their respective current and former parents, subsidiaries, affiliates, trustees, officers, directors, principals, employees, employers, controlling persons, agents, partners, auditors, accountants, advisors, financial advisors, investment advisors, administrators, legal representatives, heirs, attorneys, and predecessors, successors or assigns.

         11. For purposes of this Order and Final Judgment, including paragraphs 9 and 10 hereof, and in accordance with the Stipulation, “Unknown Claims” means all claims that fall within the above definition of Released Claims which Plaintiffs, any other Class Member or any other Released Plaintiff Party does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and all claims that fall within the above definition of Released Defendants' Claims which any Defendant or any other Released Defendant Party does not know or suspect to exist in his, her or its favor at the time of the release of the Released Plaintiff Parties, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Claims and Released Defendants' Claims, the Parties stipulate and agree that, upon the Effective Date, Plaintiffs and Defendants shall expressly waive and relinquish to the fullest extent permitted by law, and each other Released Party shall be deemed to have waived and relinquished to the fullest extent permitted by law, and by operation of this Order and Final Judgment, shall have expressly waived and relinquished to the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by any law of the United States or of any state or territory of the United States, or principle of common law or of international or foreign law, which governs or limits a person's or entity's release of Unknown Claims, which is similar, comparable or equivalent to California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Plaintiffs and Defendants hereby expressly acknowledge, and each of the other Released Parties shall be deemed by operation of law to have acknowledged, that they may hereafter discover facts in addition to or different from those that any of them or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or the Released Defendants' Claims, but by this Settlement and upon the Effective Date, Plaintiffs and Defendants shall expressly, and each other Released Party shall be deemed to have, and by operation of this Order and Final Judgment shall have, fully, finally, and forever discharged, settled, and released with prejudice any and all Released Claims and Released Defendants' Claims that now exist or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, without regard to ...


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