Hu v. Cadence Design Systems, Inc et al

Filing 167

ORDER by Judge Samuel Conti granting (149) Motion for Settlement; granting (159) Motion for Settlement in case 3:08-cv-04966-SC (Attachments: # 1 Exhibit, # 2 Exhibit, # 3 Exhibit) (sclc1, COURT STAFF) (Filed on 11/15/2011)

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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
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In re CADENCE DESIGN SYSTEMS, INC.
10 SECURITIES LITIGATION
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This Document Relates To:
Case Nos. 08-4966 SC, 08-5027 SC
and 08-5273 SC

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No. C-08-4966 SC
CLASS ACTION
[PROPOSED] ORDER PRELIMINARILY
APPROVING SETTLEMENT AND
PROVIDING FOR NOTICE

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WHEREAS, a consolidated action is pending before this Court styled In re Cadence Design

2 Systems, Inc. Securities Litigation, No. C-08-4966 SC (the “Litigation”);
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WHEREAS, the parties having made application, pursuant to Federal Rule of Civil

4 Procedure 23(e), for an order approving the settlement of this Litigation, in accordance with a
5 Stipulation of Settlement dated as of May 31, 2011 (the “Stipulation”), which, together with the
6 Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the
7 Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth
8 therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto;
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WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.

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NOW, THEREFORE, IT IS HEREBY ORDERED:

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1.

The Court does hereby preliminarily approve the Stipulation and the settlement set

13 forth therein, subject to further consideration at the Settlement Hearing described below.
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2.

The Court hereby certifies a Class, for settlement purposes only, defined as: “all

Persons (other than those Persons who timely and validly request exclusion from the Class) who

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purchased Cadence Publicly Traded Securities during the period from April 23, 2008 to December
10, 2008, inclusive, excluding the Defendants, members of the immediate family of the Individual

19 Defendants, the directors, officers, subsidiaries, and affiliates of Cadence, any person, firm, trust,
20 corporation, officer, director or other individual or entity in which any Defendant has a controlling
21 interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such
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excluded person.”

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3.

A hearing (the “Settlement Hearing”) shall be held before this Court on February 24,

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2012, at100:00 a.m., at the United States District Court for the Northern District of California, 450

26 Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed settlement of the
27 Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable, and
28 adequate to the Class and should be approved by the Court; whether a Judgment as provided in ¶1.13
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1 of the Stipulation should be entered; whether the proposed Plan of Allocation should be approved;
2 and to determine the amount of fees and expenses that should be awarded to Lead Counsel. The
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Court may adjourn the Settlement Hearing without further notice to the Members of the Class.
4.

The Court approves, as to form and content, the Notice of Proposed Settlement of

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Class Action (the “Notice”), the Proof of Claim and Release form (the “Proof of Claim”), and
Summary Notice annexed as Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and

8 distribution of the Notice and publishing of the Summary Notice substantially in the manner and
9 form set forth in ¶¶5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 23
10 and due process, and is the best notice practicable under the circumstances and shall constitute due
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and sufficient notice to all Persons entitled thereto.

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5.

The firm of Gilardi & Co. LLC (“Claims Administrator”) is hereby appointed to

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supervise and administer the notice procedure as well as the processing of claims as more fully set

15 forth below:
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(a)

The Claims Administrator shall make reasonable efforts to identify all Persons

17 who are Members of the Class and not later than December 2, 2011 (the “Notice Date”), the Claims
18 Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the forms
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annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class Members who

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can be identified with reasonable effort;
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(b)

Not later than December 12, 2011, the Claims Administrator shall cause the

23 Summary Notice to be published once in Investor’s Business Daily; and
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(c)

At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel

25 shall cause to be served on Defendants’ counsel and filed with the Court proof, by affidavit or
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declaration, of such mailing and publishing.

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6.

Nominees who purchased Cadence Publicly Traded Securities for the beneficial

2 ownership of Class Members during the Class Period shall send the Notice and the Proof of Claim to
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all beneficial owners of such Cadence Publicly Traded Securities within ten (10) days after receipt
thereof, or send a list of the names and addresses of such beneficial owners to the Claims

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Administrator within ten (10) days of receipt thereof, in which event the Claims Administrator shall
promptly mail the Notice and Proof of Claim to such beneficial owners. Lead Counsel shall, if

8 requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of9 pocket expenses incurred in providing notice to beneficial owners who are Class Members out of the
10 Settlement Fund, which expenses would not have been incurred except for the sending of such
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notice, subject to further order of this Court with respect to any dispute concerning such

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compensation.
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7.

All Members of the Class shall be bound by all determinations and judgments in the

15 Litigation concerning the settlement, whether favorable or unfavorable to the Class.
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8.

Class Members who wish to participate in the settlement shall complete and submit

17 Proofs of Claim in accordance with the instructions contained therein. Unless the Court orders
18 otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the Notice
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Date. Any Class Member who does not timely submit a Proof of Claim within the time provided for,

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shall be barred from sharing in the distribution of the proceeds of the Settlement Fund, unless
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otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in their

23 discretion, accept late-submitted claims for processing by the Claims Administrator so long as
24 distribution of the Net Settlement Fund is not materially delayed thereby.
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9.

Any Member of the Class may enter an appearance in the Litigation, at their own

expense, individually or through counsel of their own choice. If they do not enter an appearance,
they will be represented by Lead Counsel.

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10.

Any Person falling within the definition of the Class may, upon request, be excluded

2 from the Class. Any such Person must submit to the Claims Administrator a request for exclusion
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(“Request for Exclusion”), postmarked no later than February 2, 2011. A Request for Exclusion
must state: (a) the name, address, and telephone number of the Person requesting exclusion; (b) each

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of the Person’s purchases and sales of Cadence Publicly Traded Securities made during the Class
Period, including the dates of purchase or sale, the number of shares of common stock and/or notes

8 purchased and sold, and the price paid or received for each such purchase or sale; and (c) that the
9 Person wishes to be excluded from the Class. All Persons who submit valid and timely Requests for
10 Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall
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not share in the distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or

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the Judgment entered in the Litigation.
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11.

Any Member of the Class may appear and show cause, if he, she or it has any, why

15 the proposed settlement of the Litigation should or should not be approved as fair, reasonable, and
16 adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation
17 should or should not be approved, why attorneys’ fees and expenses should or should not be awarded
18 to counsel for the Lead Plaintiff; provided, however, that no Class Member or any other Person shall
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be heard or entitled to contest such matters, unless that Person has delivered by hand or sent by First-

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Class Mail written objections and copies of any papers and briefs such that they are received on or
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before February 2, 2012, by Robbins Geller Rudman & Dowd LLP, Jeffrey D. Light, 655 W.

23 Broadway, Suite 1900, San Diego, CA 92101; Gibson, Dunn & Crutcher LLP, Ethan D. Dettmer,
24 555 Mission Street, Suite 3000, San Francisco, CA 94105, and filed said objections, papers, and
25 briefs with the Clerk of the United States District Court for the Northern District of California, on or
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before February 2, 2012. Any Member of the Class who does not make his, her or its objection in
the manner provided shall be deemed to have waived such objection and shall forever be foreclosed

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1 from making any objection to the fairness or adequacy of the proposed settlement as set forth in the
2 Stipulation, to the Plan of Allocation, or to the award of attorneys’ fees and expenses to counsel for
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Lead Plaintiff, unless otherwise ordered by the Court.
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All funds held by the Escrow Agent shall be deemed and considered to be in custodia

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legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such
funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
13.

All opening briefs and supporting documents in support of the settlement, the Plan of

9 Allocation, and any application by Lead Counsel for attorneys’ fees and expenses shall be filed and
10 served fourteen (14) calendar days prior to the deadline for objections in ¶11. Replies to any
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objections shall be filed and served seven (7) calendar days prior to the Settlement Hearing.

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Neither the Defendants and their Related Parties nor the Defendants’ counsel shall

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have any responsibility for the Plan of Allocation or any application for attorneys’ fees or expenses

15 submitted by Lead Counsel, and such matters will be considered separately from the fairness,
16 reasonableness, and adequacy of the settlement.
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15.

At or after the Settlement Hearing, the Court shall determine whether the Plan of

18 Allocation proposed by Lead Counsel, and any application for attorneys’ fees or payment of
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expenses shall be approved.

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16.

All reasonable expenses incurred in identifying and notifying Class Members, as well

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as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the

23 settlement is not approved by the Court, or otherwise fails to become effective, neither Plaintiffs nor
24 any of their counsel shall have any obligation to repay any amounts incurred or properly disbursed
25 pursuant to ¶¶2.6 or 2.7 of the Stipulation.
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17.

Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations

or proceedings connected with it, shall be construed as an admission or concession by the

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1 Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault, or
2 wrongdoing of any kind.
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18.

The Court reserves the right to adjourn the date of the Settlement Hearing without

further notice to the Members of the Class, and retains jurisdiction to consider all further

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applications arising out of or connected with the proposed settlement. The Court may approve the
settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate,

8 without further notice to the Class.
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19.

If the Stipulation and the settlement set forth therein is not approved or consummated

10 for any reason whatsoever, the Stipulation and settlement and all proceedings had in connection
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therewith shall be without prejudice to the rights of the Settling Parties status quo ante.

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IT IS SO ORDERED.
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DATED: _November 15, 2011________
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________________________________
THE HONORABLE SAMUEL CONTI
UNITED STATES DISTRICT JUDGE

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Submitted by:
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18 ROBBINS GELLER RUDMAN
& DOWD LLP
19 SHAWN A. WILLIAMS
JASON C. DAVIS
20 DANIEL J. PFEFFERBAUM
Post Montgomery Center
21 One Montgomery Street, Suite 1800
San Francisco, CA 94104
22 Telephone: [phone]
415/288-4534 (fax)
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ROBBINS GELLER RUDMAN
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& DOWD LLP
JEFFREY D. LIGHT
25 MAUREEN E. MUELLER
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s/ Jeffrey D. Light
JEFFREY D. LIGHT

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655 West Broadway, Suite 1900
2 San Diego, CA 92101
Telephone: [phone]
3 619/231-7423 (fax)
4 Lead Counsel for Plaintiffs
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