Pelletier v. Endo International plc, et al

Case No. 2:17-cv-05114-MMB

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA

Update

Please be advised that the Settlement Hearing, originally scheduled to be held in person, will now be held via VIDEO CONFERENCE on Wednesday, February 23, 2022 at 11:00 a.m. EST, before the Honorable Michael M. Baylson. The Zoom will be active at 10:30 a.m. EST, and the Court asks that all attendees join early to start promptly for Judge Baylson at 11:00 a.m EST. The instructions to participate in the video hearing have been circulated to all counsel of record. The Zoom Link is as follows:

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NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected by the above-captioned class action lawsuit pending in this Court (the “Litigation”) if you purchased or otherwise acquired the ordinary shares of Endo International plc (“Endo” or the “Company”) from March 2, 2015 through February 27, 2017, inclusive (the “Class Period”).

NOTICE OF SETTLEMENT: Please also be advised that the Lead Plaintiff Bucks County Employees Retirement System (“Lead Plaintiff”) and Alexandre Pelletier and Nathan Dole (“Co-Lead Plaintiffs,” and together with Lead Plaintiff, the “Plaintiffs”), on behalf of the Class (as defined in ¶1 below), have reached a proposed settlement of the Litigation for a total of $63.4 million in cash that will resolve all claims in the Litigation (the “Settlement”).

The Notice explains important rights you may have, including your possible receipt of cash from the Settlement. Your legal rights will be affected whether or not you act. Please read the Notice carefully!

  1. Description of the Litigation and the Class: The Notice relates to a proposed Settlement of a class action lawsuit pending against Endo and the following Individual Defendants: Rajiv Kanishka Liyanaarchchie De Silva, Suketu P. Upadhyay, and Paul V. Campanelli (collectively, “Defendants”). Individual Defendants Rajiv Kanishka Liyanaarchchie De Silva, Suketu P. Upadhyay, and Paul V. Campanelli are collectively, with Plaintiffs, the “Settling Parties.” The proposed Settlement, if approved by the Court, will apply to the following Class (the “Class”): all persons and entities who purchased or otherwise acquired the ordinary shares of Endo from March 2, 2015 through February 27, 2017, inclusive (the “Class Period”). Excluded from the Class are: (i) Defendants and any affiliates or subsidiaries thereof; (ii) present and former officers and directors of Endo and its subsidiaries or affiliates, and their immediate family members (as defined in Item 404 of SEC Regulation S-K, 17 C.F.R. §229.404, Instructions (1)(a)(iii) & (1)(b)(ii)); (iii) Defendants’ liability insurance carriers, and any affiliates or subsidiaries thereof; (iv) any entity in which any Defendant has or has had a controlling interest; (v) Endo’s employee retirement and benefits plan(s); and (vi) the legal representatives, heirs, estates, agents, successors, or assigns of any person or entity described in the preceding five categories. Also excluded from the Class are claims released in the settlement in Public Employees’ Retirement System of Mississippi v. Endo International plc, et al., No. 2017-02081-MJ (Ct. Com. Pl. Chester Cnty., Pa.), regardless of whether the purchaser/acquirer has sought compensation under the related settlement, pursuant to the Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys’ Fees and Expenses issued in that case by Order of the Court of Common Pleas of Chester County, Pennsylvania. Also excluded from the Class will be any Person who timely and validly seeks exclusion from the Class. Anyone with questions as to whether or not they are excluded from the Class may call the Claims Administrator toll-free at 1-855-895-5522.
  2. Statement of Class’s Recovery: Subject to Court approval, and as described more fully in ¶¶27-32, 48-54 of the Notice, Plaintiffs, on behalf of the Class, have agreed to settle all Released Claims (as defined in ¶49 of the Notice) against Defendants and other Released Defendant Parties (as defined in ¶51 of the Notice) in exchange for a settlement payment of $63.4 million in cash (the “Settlement Amount”) to be deposited into an escrow account. The Net Settlement Fund (the Settlement Fund less Taxes and Tax Expenses, Notice and Administration Expenses, and attorneys’ fees and litigation expenses and awards to the Lead Plaintiff, Co-Lead Plaintiffs, and Prior Lead Plaintiff) will be distributed in accordance with a plan of allocation (the “Plan of Allocation”) that will be approved by the Court and will determine how the Net Settlement Fund shall be distributed to members of the Class. The Plan of Allocation is a basis for determining the relative positions of Class Members for purposes of allocating the Net Settlement Fund. The proposed Plan of Allocation is included in the Notice, and may be modified by the Court without further notice.
  3. Statement of Average Distribution Per Share: The Settlement Fund consists of the $63.4 million Settlement Amount plus interest earned. Assuming all potential Class Members elect to participate, the estimated average recovery is $0.14 per damaged share before fees and expenses. Class Members may recover more or less than this amount depending on, among other factors, the aggregate value of the Recognized Claims represented by valid and acceptable Claim Forms as explained in the Plan of Allocation; when their shares were purchased or acquired and the price at the time of purchase or acquisition; whether the shares were sold, and if so, when they were sold and for how much. In addition, the actual recovery of Class Members may be further reduced by the payment of fees and costs from the Settlement Fund, as approved by the Court.
  4. Statement of the Parties’ Position on Damages: Defendants deny all claims of wrongdoing, deny that they engaged in any wrongdoing, deny that they are liable to Plaintiffs and/or the Class and deny that Plaintiffs or other members of the Class suffered any injury. Moreover, the parties do not agree on the amount of recoverable damages if Plaintiffs were to prevail on each of the claims. The issues on which the parties disagree include, but are not limited to: (1) whether the statements made or facts allegedly omitted were material, false or misleading; (2) whether the statements were made with intent to deceive, manipulate, or defraud investors; (3) whether Defendants are otherwise liable under the securities laws for those statements or omissions or any alleged scheme to defraud; and (4) whether all or part of the damages allegedly suffered by members of the Class were caused by economic conditions or factors other than the allegedly false or misleading statements or omissions.
  5. Statement of Attorneys’ Fees and Expenses Sought: Lead Counsel will apply to the Court, on behalf of all Plaintiffs’ Counsel and Prior Lead Plaintiff’s Counsel, for an award of attorneys’ fees from the Settlement Fund of no more than 25% of the Settlement Amount, plus interest earned at the same rate and for the same period as earned by the Settlement Fund. In addition, Lead Counsel also will apply to the Court for payment from the Settlement Fund for Plaintiffs’ Counsel’s and Prior Lead Plaintiff’s Counsel’s litigation expenses (reasonable expenses or charges of Plaintiffs’ Counsel and Prior Lead Plaintiff’s Counsel in connection with commencing and prosecuting the Litigation), in a total amount not to exceed $2,300,000.00, plus interest earned at the same rate and for the same period as earned by the Settlement Fund. If the Court approves Lead Counsel’s fee and expense application, the estimated average cost per damaged share is $0.04. In addition, Lead Counsel may apply for awards to Lead Plaintiff, Co-Lead Plaintiffs, and Prior Lead Plaintiff in connection with their representation of the Class in an amount not to exceed $65,000.00, combined.
  6. Identification of Attorneys’ Representatives: Plaintiffs and the Class are being represented by Lawrence F. Stengel of Saxton & Stump (“Lead Counsel”), and Robbins Geller Rudman & Dowd LLP and Pomerantz LLP (“Co-Lead Counsel,” and together with Lead Counsel, “Plaintiffs’ Counsel”). The Class was previously represented by Bleichmar Fonti & Auld LLP (“Prior Lead Counsel”). Prior Lead Plaintiff is represented by Prior Lead Counsel, Elliott Greenleaf, P.C., Kehoe Law Firm, P.C., Hangley Aronchick Segal Pudlin & Schiller, the Law Offices of Susan R. Podolsky, and Jacobs Burns Orlove & Hernandez LLP (“Prior Lead Plaintiff’s Counsel”). Any questions regarding the Settlement should be directed to Noam Mandel, Esq. at Robbins Geller Rudman & Dowd LLP, 420 Lexington Avenue, Suite 1832, New York, NY 10170, 1-800-449-4900, noam@rgrdlaw.com.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT

DO NOTHING

Get no payment. Remain a Class Member. Give up your rights.

REMAIN A MEMBER OF THE CLASS AND SUBMIT A CLAIM FORM POSTMARKED NO LATER THAN FEBRUARY 14, 2022

This is the only way to be potentially eligible to receive a payment. If you wish to obtain a payment as a member of the Class, you will need to file a claim form (the “Claim Form” or “Proof of Claim Form”), which is included with the Notice, postmarked no later than February 14, 2022

EXCLUDE YOURSELF FROM THE CLASS (OPT OUT) BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 2, 2022

Receive no payment pursuant to this Settlement. This is the only option that allows you to ever potentially be part of any other lawsuit against any of the Defendants or the other Released Defendant Parties concerning the Released Claims. Should you elect to exclude yourself from the Class, you should understand that Defendants and the other Released Defendant Parties will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose.

OBJECT TO THE SETTLEMENT SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 2, 2022

Write to the Court about your view on the Settlement, the Plan of Allocation, or the request for attorneys’ fees and litigation expenses, or why you don’t think the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and litigation expenses is fair to the Class.

If you do not exclude yourself from the Class, you may object to the Settlement, the Plan of Allocation, or the request for attorneys’ fees and litigation expenses. You must still submit a Claim Form in order to be potentially eligible to receive any money from the Settlement Fund.

GO TO THE HEARING ON FEBRUARY 23, 2022, AT 11:00 A.M. EST, AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 2, 2022

Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and litigation expenses.