In re PPDI Litigation, 2012 NCBC 31. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION COUNTY OF NEW HANOVER 11 CVS 4186
IN RE PPDI LITIGATION ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement and Release, dated
March 1, 2012 (the “Stipulation”), of the above consolidated class action (the “Action”),
and the settlement contemplated thereby (the “Settlement”) having been presented at the
Settlement Hearing on May 24, 2012, pursuant to the Preliminary Approval Order
entered herein on March 12, 2012 (the “Preliminary Approval Order”), which Stipulation
was entered into by plaintiffs in the Action (the “Plaintiffs”), through Plaintiffs’ Lead
Counsel and by defendants Pharmaceutical Product Development, Inc. (“PPD" or the
“Company”), Fredric N. Eshelman, Raymond H. Hill, Ernest Mario, Stuart Bondurant,
Frederick Frank, Terry Magnuson, Vaughn D. Bryson, Robert Alexander Ingram and
Ralph Snyderman (together with PPD, the “PPD Defendants”) Jaguar Holdings, LLC,
The Carlyle Group, Carlyle Investment Management, L.L.C, Carlyle Partners V, L.P.,
Hellman & Friedman LLC, Hellman & Friedman L.P., Hellman & Friedman Capital
Partners VII, L.P., Hellman & Friedman Capital Partners VII (Parallel), L.P., Hellman &
Friedman Advisors LLC, HFCP VII (Parallel-A), L.P., H&F Executives VII, L.P. and
Jaguar Merger Sub, Inc. (together, “the Sponsors” collectively with the PPD Defendants,
the “Defendants”, and together with Plaintiffs, the “Parties”) in the Action and which is
incorporated herein by reference; and the Court having determined that notice of said hearing was given to the Class in accordance with the Scheduling Order and that said
notice was adequate and sufficient; and the Parties having appeared by their attorneys of
record; and the attorneys for the respective Parties having been heard in support of the
Settlement of the Action, and an opportunity to be heard having been given to all other
persons desiring to be heard as provided in the notice; and the entire matter of the
Settlement having been considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 24th day of
May, 2012, as follows:
1. The Notice of Pendency of Class Action, Proposed Settlement And
Settlement Hearing (“Notice”) has been given to the Class (as defined below) pursuant to
and in the manner directed by the Preliminary Approval Order, proof of the mailing of
the Notice has been filed with the Court and a full opportunity to be heard has been
offered to all parties to the Action, the Class and persons in interest. The form and
manner of the Notice is hereby determined to have been the best notice practicable under
the circumstances and to have been given in full compliance with each of the
requirements of North Carolina Rule 23 and due process, and it is further determined that
all members of the Class are bound by the Order and Final Judgment herein.
2. The Court hereby finds, pursuant to North Carolina Rule 23, as follows:
a. that (i) the Class, as defined below, is so numerous that joinder of
all members is impracticable, (ii) there are questions of law and fact common to the
Class, (iii) the claims of Plaintiffs are typical of the claims of the Class, (iv) Plaintiffs and
Plaintiffs’ Lead Counsel have fairly and adequately protected the interests of the Class, and (v) a class action is superior to all other methods available for adjudication of the
controversy before the Court;
b. that the requirements of North Carolina Rule 23 have been
satisfied;
c. that the requirements of the North Carolina Rules and due process
have been satisfied in connection with the Notice; and
d. that a non-opt out class is appropriate here because the relief
sought for the Class was for uniform group remedies of injunctive and declaratory relief,
all of which were applicable with respect to the Class as a whole.
3. Therefore, this Action is hereby certified as a non-opt out class action
pursuant to North Carolina Rule of Civil Procedure 23(a), with the class defined as
follows:
any and all record and beneficial holders of PPD common stock, their respective successors in interest, successors, predecessors 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, together with their predecessors and successors and assigns, who held shares of PPD common stock at any time between and including May 18, 2011, and December 5, 2011 (the "Class").
4. The Plaintiffs are hereby certified as the Class representatives, and Lead
Counsel are certified as Lead Class Counsel.
5. The Court finds the Settlement to be fair, reasonable and adequate and in the
best interests of the Class, and it is hereby approved. The Parties are hereby authorized
and directed to comply with and to consummate the Settlement in accordance with its
terms and provisions, and the Clerk is directed to enter and docket this Order and Final
Judgment in the Action. 6. This Order and Final Judgment shall not constitute any evidence or
admission by any of the Parties herein that any acts of wrongdoing have been committed
by any of the Parties to the Action and should not be deemed to create any inference that
there is any liability therefor.
7. The Action is hereby dismissed with prejudice in its entirety on the merits
and, except as provided in the Stipulation, without costs.
8. Plaintiffs and all members of the Class, together with their legal
representatives, agents, heirs, successors in interest, transferees, and assigns, for good and
sufficient consideration received, shall be deemed to have and by operation of this Order
and Final Judgment shall have, fully, finally, and forever released, relinquished, and
discharged any and all claims, demands, rights, actions, causes of action, liabilities,
damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues
known or unknown, contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued,
apparent or unapparent, that have been or could have been asserted in any court, tribunal,
or proceeding (including, but not limited to, any claims arising under federal, state,
foreign, or common law, including the federal securities laws and any state disclosure
law), by or on behalf of the Plaintiffs, PPD, or any member of the Class whether
individual, direct, class, derivative, representative, legal, equitable, or any other type or in
any other capacity (the "Releasing Persons"), against the Defendants or any of their
families, parent entities, controlling persons, associates, affiliates, or subsidiaries and
each and all of their respective past or present officers, directors, stockholders, principals,
representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness
opinions, advisors or agents, heirs, executors, trustees, general or limited partners or
partnerships, limited liability companies, members, joint venturers, personal or legal
representatives, estates, administrators, predecessors, successors, or assigns (the
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In re PPDI Litigation, 2012 NCBC 31. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION COUNTY OF NEW HANOVER 11 CVS 4186
IN RE PPDI LITIGATION ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement and Release, dated
March 1, 2012 (the “Stipulation”), of the above consolidated class action (the “Action”),
and the settlement contemplated thereby (the “Settlement”) having been presented at the
Settlement Hearing on May 24, 2012, pursuant to the Preliminary Approval Order
entered herein on March 12, 2012 (the “Preliminary Approval Order”), which Stipulation
was entered into by plaintiffs in the Action (the “Plaintiffs”), through Plaintiffs’ Lead
Counsel and by defendants Pharmaceutical Product Development, Inc. (“PPD" or the
“Company”), Fredric N. Eshelman, Raymond H. Hill, Ernest Mario, Stuart Bondurant,
Frederick Frank, Terry Magnuson, Vaughn D. Bryson, Robert Alexander Ingram and
Ralph Snyderman (together with PPD, the “PPD Defendants”) Jaguar Holdings, LLC,
The Carlyle Group, Carlyle Investment Management, L.L.C, Carlyle Partners V, L.P.,
Hellman & Friedman LLC, Hellman & Friedman L.P., Hellman & Friedman Capital
Partners VII, L.P., Hellman & Friedman Capital Partners VII (Parallel), L.P., Hellman &
Friedman Advisors LLC, HFCP VII (Parallel-A), L.P., H&F Executives VII, L.P. and
Jaguar Merger Sub, Inc. (together, “the Sponsors” collectively with the PPD Defendants,
the “Defendants”, and together with Plaintiffs, the “Parties”) in the Action and which is
incorporated herein by reference; and the Court having determined that notice of said hearing was given to the Class in accordance with the Scheduling Order and that said
notice was adequate and sufficient; and the Parties having appeared by their attorneys of
record; and the attorneys for the respective Parties having been heard in support of the
Settlement of the Action, and an opportunity to be heard having been given to all other
persons desiring to be heard as provided in the notice; and the entire matter of the
Settlement having been considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 24th day of
May, 2012, as follows:
1. The Notice of Pendency of Class Action, Proposed Settlement And
Settlement Hearing (“Notice”) has been given to the Class (as defined below) pursuant to
and in the manner directed by the Preliminary Approval Order, proof of the mailing of
the Notice has been filed with the Court and a full opportunity to be heard has been
offered to all parties to the Action, the Class and persons in interest. The form and
manner of the Notice is hereby determined to have been the best notice practicable under
the circumstances and to have been given in full compliance with each of the
requirements of North Carolina Rule 23 and due process, and it is further determined that
all members of the Class are bound by the Order and Final Judgment herein.
2. The Court hereby finds, pursuant to North Carolina Rule 23, as follows:
a. that (i) the Class, as defined below, is so numerous that joinder of
all members is impracticable, (ii) there are questions of law and fact common to the
Class, (iii) the claims of Plaintiffs are typical of the claims of the Class, (iv) Plaintiffs and
Plaintiffs’ Lead Counsel have fairly and adequately protected the interests of the Class, and (v) a class action is superior to all other methods available for adjudication of the
controversy before the Court;
b. that the requirements of North Carolina Rule 23 have been
satisfied;
c. that the requirements of the North Carolina Rules and due process
have been satisfied in connection with the Notice; and
d. that a non-opt out class is appropriate here because the relief
sought for the Class was for uniform group remedies of injunctive and declaratory relief,
all of which were applicable with respect to the Class as a whole.
3. Therefore, this Action is hereby certified as a non-opt out class action
pursuant to North Carolina Rule of Civil Procedure 23(a), with the class defined as
follows:
any and all record and beneficial holders of PPD common stock, their respective successors in interest, successors, predecessors 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, together with their predecessors and successors and assigns, who held shares of PPD common stock at any time between and including May 18, 2011, and December 5, 2011 (the "Class").
4. The Plaintiffs are hereby certified as the Class representatives, and Lead
Counsel are certified as Lead Class Counsel.
5. The Court finds the Settlement to be fair, reasonable and adequate and in the
best interests of the Class, and it is hereby approved. The Parties are hereby authorized
and directed to comply with and to consummate the Settlement in accordance with its
terms and provisions, and the Clerk is directed to enter and docket this Order and Final
Judgment in the Action. 6. This Order and Final Judgment shall not constitute any evidence or
admission by any of the Parties herein that any acts of wrongdoing have been committed
by any of the Parties to the Action and should not be deemed to create any inference that
there is any liability therefor.
7. The Action is hereby dismissed with prejudice in its entirety on the merits
and, except as provided in the Stipulation, without costs.
8. Plaintiffs and all members of the Class, together with their legal
representatives, agents, heirs, successors in interest, transferees, and assigns, for good and
sufficient consideration received, shall be deemed to have and by operation of this Order
and Final Judgment shall have, fully, finally, and forever released, relinquished, and
discharged any and all claims, demands, rights, actions, causes of action, liabilities,
damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues
known or unknown, contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued,
apparent or unapparent, that have been or could have been asserted in any court, tribunal,
or proceeding (including, but not limited to, any claims arising under federal, state,
foreign, or common law, including the federal securities laws and any state disclosure
law), by or on behalf of the Plaintiffs, PPD, or any member of the Class whether
individual, direct, class, derivative, representative, legal, equitable, or any other type or in
any other capacity (the "Releasing Persons"), against the Defendants or any of their
families, parent entities, controlling persons, associates, affiliates, or subsidiaries and
each and all of their respective past or present officers, directors, stockholders, principals,
representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness
opinions, advisors or agents, heirs, executors, trustees, general or limited partners or
partnerships, limited liability companies, members, joint venturers, personal or legal
representatives, estates, administrators, predecessors, successors, or assigns (the
"Released Persons") which the Releasing Persons ever had, now have, or may have had
by reason of, arising out of, relating to, or in connection with the acts, events, facts,
matters, transactions, occurrences, statements, or representations, or any other matter
whatsoever set forth in or otherwise related, directly or indirectly, to the allegations in the
Actions, the complaints, the Merger Agreement, and other transactions contemplated
therein, including the process pursuant to which the Defendants considered, deliberated
and negotiated the terms of the Merger Agreement and such contemplated transactions,
or disclosures made in connection therewith (including the adequacy and completeness of
such disclosures) (the "Settled Claims"); provided, however, that the Settled Claims shall
not include any properly perfected claims for appraisal pursuant to N.C. Gen. Stat. § 55-
13-02, or claims to enforce the Settlement.
9. Plaintiffs and all members of the Class, together with their legal
representatives, agents, heirs, successors in interest, transferees, and assigns, for good and
sufficient consideration received, shall be deemed to have and by operation of this Order
and Final Judgment also shall be deemed to waive any and all provisions, rights and
benefits conferred by California Civil Code § 1542 and by any law of any state or
territory of the United States, or principle of common law, or any other law, which is
similar, comparable or equivalent to California Civil Code § 1542, and the waiver of such provisions, rights and benefits as set forth in the Stipulation is hereby approved and
confirmed by this Court.
10. Plaintiffs and all members of the Class, or any of them, together with their
legal representatives, agents, heirs, successors in interest, transferees, and assigns, are
hereby permanently barred and enjoined from commencing, prosecuting, instigating or in
any way participating in the commencement or prosecution of any action asserting any of
the Released Claims, either directly, representatively, derivatively, or in any other
capacity, against any of the Released Persons.
11. Neither the Stipulation nor the Settlement contained therein, nor any act
performed or document executed pursuant to or in furtherance of the Stipulation or the
Settlement, is or may be deemed to be or may be used in any manner as: (a) an
admission of, or evidence of, the validity of any Released Claim, any wrongdoing or
liability of the Defendants, any damage or injury to any person, or for any other purpose;
(b) an admission or concession by Plaintiff or any member of the Class of any infirmity
in the claims asserted in the Action; or (c) an admission of, or evidence of, any fault or
omission of any of the Released Persons in any civil, criminal, or administrative
proceeding in any court, administrative agency, or other tribunal. The Released Persons
may file the Stipulation and/or this Order and Final Judgment in any action that may be
brought against them in order to support a defense or counterclaim based on principles of
res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction
or any theory of claim preclusion or issue preclusion or similar defense or counterclaim. 12. Without affecting the finality of this Order and Final Judgment in any way,
this Court hereby retains continuing jurisdiction over all Parties hereto for the sole
purpose of construing, enforcing and administering the Stipulation.
13. In the event that the Settlement does not become effective in accordance
with the terms of the Stipulation as modified, then 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 and, in such event, 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.
14. Plaintiffs’ Lead Counsel are hereby awarded attorneys’ fees in the amount
of $450,000.00, inclusive of expenses, which amount the Court finds to be fair and
reasonable and which shall be paid to Lead Counsel, Gardy & Notis.