Welcome to the Pharmacyclics Shareholder Litigation Website
This website has been established to provide general information regarding the Pharmacyclics, Inc. ("Pharmacyclics") Shareholder Litigation. The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation of Settlement (the "Stipulation") executed on January 22, 2016.
This case is currently pending before Judge Peter H. Kirwan in the Superior Court of the State of California for the County of Santa Clara (the “Court”).
Beginning on March 13, 2015, the following class action lawsuits: Evangelista v. Duggan, et al., No. 1-15-CV-278055 (the “Evangelista Action”); Treppel v. Duggan, et al., No. 1-15-CV-278088 (the “Treppel Action”); Wang v. Pharmacyclics, Inc., et al., No. 1-15-CV-278215 (the “Wang Action”); and Wallach v. Pharmacyclics, Inc., et al., No. 1-15-CV-278260 (the “Wallach Action”) (collectively, the “Actions”), were filed in the Superior Court of the State of California for the County of Santa Clara. These Actions were brought on behalf of classes of stockholders of Pharmacyclics, Inc. against the Company, the members of its Board of Directors, AbbVie Inc. (“Parent”), Oxford Amherst Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and Oxford Amherst LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub”) (Merger Sub, Parent and Purchaser are collectively referred to as “AbbVie”).
The Actions challenge the sale of Pharmacyclics to AbbVie pursuant to which AbbVie has commenced a tender offer to acquire all of the outstanding stock of Pharmacyclics for $261.25 per share, which was first announced on March 4, 2015 (the “Acquisition”).
On or about March 23, 2015, the Company caused to be filed with the United States Securities and Exchange Commission (“SEC”) a Solicitation and Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”), which included, inter alia, information concerning the financial projections of Pharmacyclics for the calendar years 2015-2028 and how those projections were calculated; the fairness opinion of Centerview Partners LLC, one of the financial advisors to the Pharmacyclics Board of Directors; and the fairness opinion of J.P. Morgan, Pharmacyclics' financial advisor.
On April 1, 2015, Defendants provided to Plaintiffs’ Counsel for settlement purposes only certain confidential documents that were prepared in connection with the Acquisition.
On April 3, 2015, counsel for plaintiff Treppel sent a letter on behalf of plaintiffs in all of the Actions to Defendants’ Counsel demanding disclosure of allegedly material information contained in confidential documents produced by Defendants (the “Treppel Demand Letter”).
On April 9, 2015, Defendants’ Counsel sent proposed supplemental disclosures to Plaintiffs’ Counsel, and engaged in arm’s-length negotiations over the proposed supplemental disclosures thereafter.
Counsel for all parties to the Actions have reached an agreement providing for the settlement of the Actions between and among Plaintiffs, on behalf of themselves and the Class (as defined in the Amended Notice of Settlement of Class Action), and all Defendants named in each of the Actions (“Defendants”), on the terms and subject to the conditions set forth in the Stipulation.
Plaintiffs’ Counsel conducted an extensive investigation regarding Plaintiffs’ claims for injunctive and declaratory relief. Plaintiffs’ Counsel also reviewed and analyzed the documents produced by Defendants in consultation with their financial expert. Counsel for Plaintiffs and counsel for Defendants also engaged in arm’s-length negotiations regarding a possible resolution of the Actions. As a result of those negotiations, the parties entered into an agreement-in-principle to resolve the Actions. Thereafter, on April 16, 2015, the parties to the Actions executed a Memorandum of Understanding (“MOU”). On or about April 17, 2015, in connection with the contemplated settlement of the Actions, Pharmacyclics issued the supplemental disclosures previously negotiated with Plaintiffs on SEC Schedule 14D-9 Amendment No. 1 (the “Supplemental Disclosures”).
Prior to entering into the Stipulation, Plaintiffs conducted substantial confirmatory analysis, which included the review of additional documents produced by Defendants, and the depositions of Daniel Faga from Centerview Partners LLC (“Centerview”) and Mike Gaito from J.P. Morgan. Centerview and J.P. Morgan each issued fairness opinions in connection with the Acquisition.
The settlement set forth in the Stipulation reflects the results of the parties’ negotiations and the terms of the MOU. An agreement-in-principle was reached only after arm’s-length negotiations between the parties who were all represented by counsel with extensive experience and expertise in shareholder class action litigation. During the negotiations, all parties had a clear view of the strengths and weaknesses of their respective claims and defenses. Plaintiffs and their counsel have concluded that the additional disclosures provided Pharmacyclics shareholders with material information sufficient to make an informed decision whether to vote their shares in favor of the Acquisition or seek appraisal of their Pharmacyclics shares. As a result, Plaintiffs and their counsel believe that the settlement is in the best interest of the Class.
As a direct result of the prosecution of the Actions and the extensive ongoing negotiations between the Settling Parties, a settlement has been reached under the following terms:
(a) In consideration for the full settlement and release of all Released Claims (as defined in the Stipulation), Defendants disclosed the following information on a Schedule 14D-9, which was filed with the SEC on or about April 17, 2015 (the "Supplemental Disclosures").
(i) the financial projections of Pharmacyclics for calendar years 2015-2028, and how those projections were calculated;
(ii) the fairness opinion of Centerview, one of the financial advisors to the Pharmacyclics Board of Directors, including its Selected Comparable Public Company Analysis, Selected Precedent Transactions Analysis, and Discounted Cash Flow Analysis; and
(iii) the fairness opinion of J.P. Morgan, Pharmacyclics’ financial advisor, including its Public Trading Analysis Implied Equity Value for Pharmacyclics, Selected Transaction Analysis, and Discounted Cash Flow Analysis.
(b) Pharmacyclics or its successor(s) has also agreed to pay, or cause to be paid to, Plaintiffs’ Counsel $725,000, for their attorneys’ fees and expenses, subject to Court approval. This negotiated amount was agreed to after the MOU was executed. The settlement, however, is not conditioned on the Court awarding such an amount, or any particular amount, of attorneys’ fees and expenses.
Although the information in this website is intended to assist you, it does not replace the information contained in the Amended Notice of Settlement of Class Action and Stipulation both which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.