Robert Wytas et al v. Scott A McGregor et al

Filing 120

ORDER AND FINAL JUDGMENT by Judge James V. Selna. (see document for details). (MD JS-6, Case Terminated). (dro)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SOUTHERN DIVISION

IN RE BROADCOM
CORPORATION STOCKHOLDER
LITIGATION

Lead Case No.
SA 15 CV 00979 JVS (PJWx)
consolidated with SACV 15-01303 JVS
ORDER AND FINAL JUDGMENT

THIS DOCUMENT RELATES TO:
ALL ACTIONS
MA

WHEREAS, this matter came for hearing on February 27, 2017 (the
“Settlement Hearing”), on the application of Plaintiffs and Defendants (defined
below), to determine whether the terms and conditions of the Stipulation and
Agreement of Compromise and Settlement (the “Stipulation”) are fair, reasonable,
adequate and in the best interest of the Class Members for the settlement of all
claims asserted by Plaintiffs, Iron Workers Mid-America Pension Plan, Oklahoma
Firefighters Pension and Retirement System and New Jersey Building Laborers
Statewide Pension Fund, against Defendants Scott A. McGregor, Henry Samueli,
Henry Nicholas, Robert Switz, Eric K. Brandt, John E. Major, Nancy H. Handel,
Robert J. Finocchio, Maria M. Klawe, Eddy W. Hartenstein, William T. Morrow,
Avago Technologies Limited, Pavonia Limited, Safari Cayman L.P., Avago
Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance
Limited, Buffalo CS Merger Sub, Inc., and Buffalo UT Merger Sub, Inc., in the
above-captioned Litigation, and should be approved; and whether judgment should
be entered dismissing the Litigation on the merits and with prejudice in favor of the
Defendants and as against all persons or entities who are members of the Class
herein, and releasing the Released Claims as against all Released Parties.
WHEREAS, the Court having considered all matters submitted to it at the
Settlement Hearing and otherwise;
NOW THEREFORE, IT IS HEREBY ORDERED:
This Order and Final Judgment hereby incorporates by
reference the definitions in the Stipulation, and all capitalized
terms, unless otherwise defined herein, shall have the same
meanings as set forth in the Stipulation.
This Court has jurisdiction to enter this Order and Final
Judgment. The Court has jurisdiction over the subject matter
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A T T O R N E YS A T L A W

2169806.1

CORPORATE DISCLOSURE STATEMENT AND NOTICE
OF INTERESTED PARTIES
CASE NO: 8:15-CV-00979-JVS-PJW

of the Litigation and over all parties to the Litigation, including
all Class Members.
The Court hereby certifies, for settlement purposes only,
pursuant to Rule 23(a), 23(b)(1) and 23(b)(2) of the Federal
Rules of Civil Procedure, a Settlement Class defined as:
ALL RECORD AND BENEFICIAL OWNERS OF BROADCOM
CLASS A COMMON STOCK WHO OWNED OR HELD
BROADCOM CLASS A COMMON STOCK FROM MAY 27,
2015 THROUGH AND INCLUDING FEBRUARY 1, 2016 (THE
“CLASS PERIOD”), INCLUDING ANY AND ALL OF THEIR
RESPECTIVE SUCCESSORS IN INTEREST,
PREDECESSORS, REPRESENTATIVES, TRUSTEES,
EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS, OR
TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY
PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR
CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM
(THE “SETTLEMENT CLASS,” TO BE COMPOSED OF
“CLASS MEMBERS”).
EXCLUDED FROM THE CLASS ARE DEFENDANTS,
MEMBERS OF THE IMMEDIATE FAMILY OF ANY
DEFENDANT, ANY ENTITY IN WHICH A DEFENDANT HAS
OR HAD A CONTROLLING INTEREST, AND THE LEGAL
REPRESENTATIVES, HEIRS, SUCCESSORS, OR ASSIGNS
OF ANY SUCH EXCLUDED PERSON.
With respect to the Settlement Class, this Court finds
that the prerequisites for a class action under Rules 23(a),
23(b)(1) and 23(b)(2) of the Federal Rules of Civil Procedure
have been satisfied, in that: (a) the members of the Settlement
Class are so numerous that joinder of all Class Members in
the Litigation is impracticable; (b) there are questions of law
and fact common to the Settlement Class; (c) the claims by
Plaintiffs are typical of the claims of the Settlement Class; (d)
Plaintiffs and Lead Counsel have and will fairly and adequately
represent and protect the interests of the Class Members; (e)
separate actions by individual Class Members would create a
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ORDER AND FINAL JUDGMENT

risk of inconsistent or varying adjudications with respect to
individual Class Members that would establish incompatible
standards of conduct for Defendants or would, as a practical
matter, create adjudications that would be dispositive of the
interests of the other members not parties to the individual
adjudications and would substantially impair or impede their
ability to protect their interests; and (f) Defendants have acted
on grounds that apply generally to the Class such that
declaratory relief is appropriate respecting the Settlement Class
as a whole.
Notice of the pendency of the Litigation as a class action
and of the proposed Settlement was given to all Class Members
who could be identified with reasonable effort. The form and
method of notifying the Settlement Class of the pendency of
the Litigation as a class action and of the terms and conditions
of the proposed Settlement met the requirements of due
process, Rule 23 of the Federal Rules of Civil Procedure, and
Section 27 of the Securities Act of 1933, 15 U.S.C. §77z1(a)(7), as amended by the Private Securities Litigation Reform
Act of 1995, and constituted the best notice practicable under
the circumstances, and constituted due and sufficient notice to
all persons and entities entitled thereto.
Pursuant to and in compliance with Rule 23 of the
Federal Rules of Civil Procedure, the Court hereby finds that
due and adequate notice of these proceedings was directed to
all persons and entities who are Class Members, advising them
of the Settlement, and of their right to object thereto, and a full
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ORDER AND FINAL JUDGMENT

and fair opportunity was accorded to all persons and entities
who are Class Members to be heard with respect to the
Settlement.

Thus, it is hereby determined that all Class

Members are bound by this Order and Final Judgment. The
two requests for exclusion that have been received by the
Settlement Administrator are hereby rejected as invalid.
Pursuant to Rule 23 of the Federal Rules of Civil
Procedure, this Court hereby approves the Settlement as set
forth in the Stipulation, and finds that the Settlement is, in all
respects, fair, reasonable and adequate, and in the best interests
of Class Members. This Court further finds that the Settlement
set forth in the Stipulation is the result of arm’s length
negotiations between experienced counsel representing the
interests of the Parties. Accordingly, the Settlement embodied
in the Stipulation is hereby approved in all respects and shall
be consummated in accordance with the terms and provisions
of the Stipulation.

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ORDER AND FINAL JUDGMENT

The Court finds and concludes that Parties and their
respective counsel have complied in all respects with the
requirements of Rule 11 of the Federal Rules of Civil
Procedure

in

connection

with

the

commencement,

maintenance, prosecution, defense and settlement of the
Litigation.
The Second Amended Complaint is hereby dismissed on
the merits with prejudice as against the Released Parties and
without costs except for the payments expressly provided for in
the Stipulation.
Upon the Effective Date of the Settlement, Plaintiffs, all
other Class Members and Defendants shall be deemed to have
released, dismissed and forever discharged the Released
Claims against each and all of the Released Parties, with
prejudice and on the merits, without costs to any party.
Upon the Effective Date of the Settlement, Plaintiffs and
each and every other member of the Settlement Class, on
behalf of themselves and each of their respective heirs,
executors, trustees, administrators, predecessors, successors
and assigns, shall be deemed to have fully, finally and forever
waived, released, discharged and dismissed each and every one
of the Released Claims against each and every one of the
Released Defendant Parties and shall forever be barred and
enjoined from commencing, instituting, prosecuting or
maintaining any of the Released Claims against any of the
Released Defendant Parties.

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ORDER AND FINAL JUDGMENT

The fact and terms of the Stipulation, including Exhibits
thereto, this Order and Final Judgment, all negotiations,
discussions, drafts and proceedings in connection with the
Settlement, and any act performed or document signed in
connection with the Settlement:
a. shall not be offered or received against the Released Parties or the
other members of the Settlement Class as evidence of, or be
deemed to be evidence of, any presumption, concession or
admission by any of the Released Parties or the other members of
the Settlement Class with respect to the truth of any fact alleged
by Plaintiffs or the validity, or lack thereof, of any claim that has
been or could have been asserted in the Litigation or in any
litigation, or the deficiency of any defense that has been or could
have been asserted in the Litigation or in any litigation, or of any
liability, negligence, fault or wrongdoing of the Released Parties;

b. shall not be offered or received against the Released Parties as
evidence of a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any statement or
written document approved or made by any Released Party, or
against any of the other members of the Settlement Class as
evidence of any infirmity in the claims of Plaintiffs and the other
members of the Settlement Class;
c. shall not be offered or received against the Released Parties or the
other members of the Settlement Class as evidence of a
presumption, concession or admission with respect to any liability,
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ORDER AND FINAL JUDGMENT

negligence, fault or wrongdoing, or in any way referred to for any
other reason as against any of the Parties to the Stipulation, in any
arbitration proceeding or other civil, criminal or administrative
action or proceeding, other than such proceedings as may be
necessary to effectuate the provisions of the Stipulation; provided,
however, that the Released Parties may refer to it to effectuate the
liability protection granted them hereunder;
d. shall not be construed against the Released Parties, Lead Counsel
or the other members of the Settlement Class as an admission or
concession that the consideration to be given hereunder represents
the amount which could be or would have been recovered after
trial; and
e. shall not be construed as or received in evidence as an admission,
concession or presumption against Plaintiffs or the other members
of the Settlement Class or any of them that any of their claims are
without merit.
The Court reserves jurisdiction, without affecting in any
way the finality of this Order and Final Judgment; over: (a)
implementation and enforcement of the Settlement; (b)
enforcing and administering this Order and Final Judgment, (c)
enforcing and administering the Stipulation, including any
releases and bar orders executed in connection therewith; and
(d) other matters related or ancillary to the foregoing.
A separate order shall be entered regarding Lead
Counsel’s application for an award of attorneys’ fees and
reimbursement of litigation expenses as allowed by the Court.

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ORDER AND FINAL JUDGMENT

Such order shall not disturb or affect any of the terms of this
Order and Final Judgment.
In the event that the Settlement does not become
effective in accordance with the terms of the Stipulation, this
Order and Final Judgment shall be rendered null and void to
the extent provided by and in accordance with the Stipulation,
and shall be vacated to the extent provided by the Stipulation
and, in such event: (a) all Orders entered and releases delivered
in connection herewith shall be null and void to the extent
provided by and in accordance with the Stipulation; and (b) the
fact of the Settlement shall not be admissible in any trial of the
Litigation, and the Plaintiffs reserve their rights to proceed in
all respects as if this Settlement had not been entered into and
without any prejudice in any way from the negotiation, fact or
terms of this Settlement; provided, that the Parties reserve their
rights to revisit the scheduling order for the conduct of
discovery in this Litigation.
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.

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ORDER AND FINAL JUDGMENT

There is no just reason for delay in the entry of this
Order and Final Judgment, and immediate entry by the Clerk of
the Court is expressly directed

IT IS SO ORDERED.

Dated: February 27, 2017

Honorable James V. Selna
United States District Judge

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ORDER AND FINAL JUDGMENT