Gregory v. Novartis Vaccines and Diagnostics, Inc., et al

Filing 180

STIPULATION AND ORDER re 179 filed by International Union of Operating Engineers Local No. 825 Pension Fund. The Notices and Insert shall advise the recently identified CESPP participants who are Class Members that the deadline for them to request exclusion, or to object or comment on the proposed Settlement and/or Motion for Attorneys' fees and expenses is set for 10/29/2008. The Settlement Fairness Hearing is hereby adjourned and re-scheduled for 12/3/2008 at 10:00 A.M. Signed by Chief Judge Vaughn R Walker on 9/22/2008. (cgk, COURT STAFF) (Filed on 9/22/2008)

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MILBERG LLP 1 JEFF S. WESTERMAN (SBN 94559) One California Plaza 2 300 S. Grand Ave., Suite 3900 Los Angeles, CA 90071-3172 3 Telephone: [phone] Facsimile: [phone] 4 Email: [e-mail] 5 MILBERG LLP GEORGE A. BAUER III 6 ANITA KARTALOPOULOS One Pennsylvania Plaza 7 New York, NY 10119 Telephone: [phone] Facsimile: [phone] Email: [e-mail] 9 [e-mail] 10 Lead Counsel for the Class 11 12 13 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. C-04-4293-VRW CLASS ACTION STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS IN CHIRON EMPLOYEE STOCK PURCHASE PLAN AND ADJOURNING DEADLINES AND DATE OF SETTLEMENT HEARING; [PROPOSED] ORDER

14 RICHARD GREGORY, On Behalf of Himself and All Others Similarly Situated, 15 Plaintiff, 16 vs. 17 CHIRON CORPORATION, HOWARD H. 18 PIEN, JOHN A. LAMBERT and DAVID V. SMITH, 19 Defendants. 20 21 22 23 24 25 26 27

STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.: C-04-4293-VRW
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1

1.

On or about June 17, 2008, the Court approved the Preliminary Order For Notice

2 And Hearing In Connection With Settlement Proceedings, directing that Notice of the Settlement 3 to be sent to all class members and further providing for a deadline of August 18, 2008 for class 4 members to object or opt out of the Settlement. 5 6 7 8 9 10 11 12 13 14 15 2. The Court's order provided that the Claims Administrator shall send the Notice to

nominee purchasers such as brokerage firms and other persons or entities who purchased Chiron common stock during the Class Period as record owners but not as beneficial owners, and that such nominee purchasers were directed, within seven (7) days of their receipt of the Notice, to either forward copies of the Notice to their beneficial owners or to provide the Claims Administrator with lists of names and addresses of beneficial owners for mailing of the Notice by the Claims Administrator. Pursuant to the Order, the Claims Administrator mailed the Notice on July 9, 2008 to nominee purchasers of Chiron stock during the Class Period, including Citigroup Global Markets. 3. On September 15, 2008 the Claims Administrator, Gilardi & Co. LLC, received a

16 list containing some 10,022 names and addresses of participants in the Chiron Employee Stock 17 Purchase Plan ("CESPP"), who may be members of the proposed Class herein, from Citigroup 18 Global Markets, successor to Smith Barney, which apparently acted as the broker and record 19 holder for shares that were purchased through the CESPP. Citigroup Global Markets had 20 previously provided the Claims Administrator, on July 8, 2008,1 with a list of the names and 21 addresses of 55,513 of its brokerage clients for whom it acted as record holder and Notice was 22 mailed to those individuals on or about July 17, 2008; in addition, Citigroup Global Markets 23 24 Gilardi has frequent contacts with most of the nominees in connection with various class 25 action mailings, and when possible advises brokers of upcoming requests. Citigroup Global Markets submitted this list prior to Gilardi's formal notification to them, apparently in response 26 to such an alert or to the posting of the Notices on Gilardi's website. 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW
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1 provided the Claims Administrator, on July 15, 2008, with 18 additional names and addresses 2 and Notice was mailed to those individuals on or about July 16, 2008. 3 4 5 6 7 8 9 10 11 12 13 14 4. The parties hereto submit that, in order to allow the recently identified potential

Class Member who participated in the CESPP to receive the Notices and to have an opportunity to determine whether they wish to request exclusion, or to object or comment on the proposed Settlement and/or Motion for Attorneys' fees and expenses, that, subject to the Court's approval, it is appropriate to mail copies of the Cover Notice, Settlement Notice and Proof of Claim, together with an insert to these notices advising the CESPP participants that they may submit exclusion requests, or objections or comments, within thirty days after the date of mailing and to adjourn the Settlement Fairness Hearing to a date, at the Court's convenience, sufficiently after the extended exclusion and objection/comment deadline to allow counsel for the parties to respond to any additional submissions received from these CESPP participants. 5. No Class Member has submitted a notice of intention to appear at the previously

15 scheduled October 6, 2008 Settlement Fairness Hearing, and the Settlement Notice specifically 16 provides: "You should be aware that the Court may change the date and time of the Settlement 17 Fairness Hearing. Thus, if you want to come to the hearing, you should check with Lead 18 Plaintiff's Counsel before coming to be sure that the date and/or time has not changed." Thus, 19 adjourning the hearing should not result in any Class Member inconvenience. 20 21 22 23 24 6. The parties are advised that the Claims Administrator can print and mail copies of

the Notices and new Insert within no less than five (5) business days from being notified of the new deadlines and hearing date. NOW THEREFORE, the parties stipulate, agree and jointly respectfully request that the

25 Court enter the attached[proposed] Order adjourning the Settlement Fairness Hearing, 26 establishing a new deadline for CESPP participants who are Class Members to submit exclusion 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

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1 requests or objections or comments concerning on the proposed Settlement and/or Motion for 2 Attorneys' fees and expenses, and approving the mailing of the Notices and an Insert, 3 substantially in the form attached to the Order as Exhibit 1 to the recently identified CESPP 4 participants. 5 DATED: September 18, 2008 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

MILBERG LLP JEFF S. WESTERMAN

/s/ Jeff S. Westerman JEFF S. WESTERMAN One California Plaza 300 South Grand Avenue, Suite 3900 Los Angeles, CA 90071 Telephone: [phone] Facsimile: [phone] Email: [e-mail] MILBERG LLP GEORGE A. BAUER III ANITA KARTALOPOULOS One Penn Plaza New York, NY 10119 Telephone: [phone] Facsimile: [phone] Email: [e-mail] [e-mail] Lead Counsel for the Class KROLL HEINEMAN GIBLIN, LLC VINCENT M. GIBLIN 99 Wood Avenue South, Suite 307 Iselin, NJ 08830 Telephone: [phone] Facsimile: [phone] Email: [e-mail] Counsel for Lead Plaintiff

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1 DATED: September 18, 2008 2 3 4 5 6 7 8 9 10 DATED: September 18, 2008 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 *

WACHTELL, LIPTON, ROSEN & KATZ PAUL K. ROWE RACHELLE SILVERBERG /s/ Paul K. Rowe PAUL K. ROWE 51 West 52nd Street New York, NY 10019 Telephone: [phone] Facsimile: [phone] Counsel for Defendant Novartis Vaccines and Diagnostics, Inc. (formerly known as Chiron Corporation) SKADDEN ARPS SLATE MEAGHER & FLOM LLP JAMES E. LYONS AMY S. PARK

/s/ Amy S. Park AMY S. PARK 525 University Avenue, Suite 1100 Palo Alto, CA 94301 Telephone: [phone] Facsimile: (888).329- .6334 E-mail: [e-mail] Counsel for Defendants Novartis Vaccines and Diagnostics, Inc. (formerly known as Chiron Corporation), Howard H. Pien, John A. Lambert and David V. Smith * *

STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

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1 2

ORDER The above stipulation having been considered and good cause appearing therefore, the

3 Court directs and authorizes the Claims Administrator to mail copies of the Cover Notice, 4 Settlement Notice and the Proof of Claim, together with a an Insert, substantially in the form 5 attached to this Order as Exhibit 1, to the recently identified CESPP participants. 6 The Notices and Insert shall advise the recently identified CESPP participants who are

7 Class Members that the deadline for them to request exclusion, or to object or comment on the Oct. 29 8 proposed Settlement and/or Motion for Attorneys' fees and expenses, is set as [_______2008] 9 [five (5) business days plus thirty (30) calendar days after entry of this Order]. 10 The Settlement Fairness Hearing is hereby adjourned and re-scheduled for at 10:00 a.m. Dec. 3 11 [_______2008] [date at the Court's convenience 60 or more calendar days after entry of this 12 Order]. The Claims Administrator shall add a prominent notice on the www.chironlitigation.com 13 website alerting all visitors to that site of the adjourned date of the Settlement Fairness Hearing. 14 Counsel for the parties to the stipulation shall advise any Class Member who hereafter inquires 15 about the Settlement, of the adjourned hearing date, and shall notify all persons who sent an e16 mail to the website a notice of the adjourned hearing date. No further notice of the adjournment 17 is necessary. 18 19 20 21 22 23 24 25 26 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

IT IS SO ORDERED.

Sept. 22 DATED:_____________2008

HONORABLE VAUGHN R. WALKER JUDGE OF THE DISTRICT COURT

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

EXHIBIT 1
NOTICE TO CESPP PARTICIPANTS RE: NEW DEADLINES FOR CESPP PARTICIPANTS FOR EXCLUSION REQUESTS, OBJECTIONS OR COMMENTS ON SETTLEMENT OR MOTION FOR ATTORNEYS' FEES AND EXPENSES, AND NOTICE OF CHANGE OF HEARING DATE This Notice relates to the accompanying notices from the In re Chiron Corporation Securities Litigation, pending before the Honorable Vaughn R. Walker in the United States District Court for the Northern District of California, San Francisco Division, as Case No. C-044293-VRW. This Notice is being directed to participants in the Chiron Employee Stock Purchase Plan ("CESPP") who may have purchased Chiron Corporation common stock through the CESPP during the period from July 23, 2003 through October 5, 2004 and may therefore be members of the settlement Class in the above-referenced Litigation. The deadlines listed in the accompanying "Notice of Pendency of Class Action and Proposed Settlement Thereof, Motion for Attorneys' Fees and Settlement Fairness Hearing" (the "Settlement Notice"), are being extended for the addressees of this Notice because a large number of CESPP participants have only recently been identified. Please note that the date for the Settlement Fairness Hearing previously announced in the Settlement Notice has been changed to [INSERT NEW DATE: __________ at _____ a.m.] The deadline for you to request exclusion from the Class or to object to or comment on the Settlement, the Plan of Allocation, the Motion for Attorneys' fees and expenses has been extended to [INSERT NEW DATE: __________, 2008.] The Settlement Notice, which contains important information about Class Members' rights, is otherwise unchanged. If you have any questions about the Settlement or the litigation, you may contact the Claims Administrator: Chiron Corporation Securities Litigation Settlement c/o Gilardi & Co. LLC, Claims Administrator P.O. Box 8040 San Rafael, CA 94912-8040 Copies of the full Settlement Notice and other information may be viewed or downloaded

at www.chironlitigation.com
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SIGNATURE ATTESTATION

I hereby attest that I have on file all holograph signatures for any signatures indicated by

4 a "conformed" signature (/s/) within this e-filed document. 5 I declare under penalty of perjury of the laws of the State of California that the foregoing

6 is true and correct. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

/s/ Jeff S. Westerman JEFF S. WESTERMAN

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SERVICE LIST

2 Richard Gregory v. Chiron Corporation, et al. USDC ~ San Francisco - Case No.C-04-4293-VRW 3 Counsel for Plaintiffs George A. Bauer III 4 Jeff S. Westerman MILBERG LLP Anita Kartalopoulos MILBERG LLP 5 One California Plaza 300 S. Grand Avenue, Suite 3900 One Pennsylvania Plaza New York, NY 10119 6 Los Angeles, CA 90071 Telephone: [phone] Telephone: [phone] Facsimile: [phone] 7 Facsimile: [phone] 8 Kroll Heineman Giblin LLC 99 Wood Avenue South, Suite 307 9 Iselin, NJ 08830 Telephone: [phone] Facsimile: [phone] 11 Brian P. Murray 12 Murray, Frank & Sailer LLP 275 Madison Avenue, Suite 801 13 New York, NY 10016 Telephone: [phone] Facsimile: [phone] 15 16 Counsel for Defendants James E. Lyons 17 Amy Park Skadden Arps Slate Meagher & Flom LLP 18 Four Embarcadero Center, Suite 3800 San Francisco, CA 94111 19 Telephone: [phone] Facsimile: [phone] 20 Paul K. Rowe 21 Rachelle Silverberg Wachtell, Lipton, Rosen & Katz 22 51 West 52nd Street New York, New York 10019 23 Telephone: [phone] Facsimile: [phone] 24 25 26 27
STIPULATION REGARDING MAILING NOTICES TO RECENTLY IDENTIFIED PARTICIPANTS OF SETTLEMENT HEARING; [PROPOSED] ORDER CASE NO.:C-04-4293-VRW

Lionel Glancy GLANCY BINKOW & GOLDBERG LLP 1801 Ave. of the Stars, Suite 311 Los Angeles, CA 90067 Telephone: [phone] Facsimile: [phone] Vincent Giblin PITTA & DREIER LLP 499 Park Avenue 15th Floor New York, New York 10022 Telephone: [phone] Facsimile: [phone] Eric Waxman Skadden Arps Slate Meagher & Flom LLP 300 S. Grand Avenue Los Angeles, CA 90071 Telephone: [phone] Facsimile: [phone]

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1 Other Counsel Jeffrey R. Krinsk 2 Finkelstein & Krinsk 501 W. Broadway, Suite 1250 3 San Diego, CA 92101-3593 Telephone: [phone] Facsimile: [phone] 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
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