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1
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FINAL ORDER AND JUDGMENT
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EXTRACTED KEY WORDS
STIPULATION SETTLEMENT PLAINTIFFS ADEQUATE OFTHE CLASS SCHEDULING ACCORDANCE ATTORNEYS MEMBERS LAW REPRESENTATIVES DIRECTORS ASSERTING USS TRANSACTION CHANCERY RULES PURSUANT PARTIES HEREBY COUNSEL CAPACITY CONNECTION MAXXIM JURISDICTION AGREEMENT DEFENDANTS AFFILIATES SUCCESSORS LLP |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE CIRCON CORPORATION >
SHAREHOLDERS LITIGATION > Consol. C.A. No. 15165
_ -
FINAL ORDER AND JUDGMENT
A hearing having been held before this Court on October 20, 1999, pursuant to this Court's
Order of July 30, 1999 (the "Scheduling Order"), upon a Stipulation and Agreement of Compromise,
Settlement and Release, dated July 27, 1999 (the "Stipulation") in the above-captioned action (the
"Action"), which is incorporated herein by reference; it appearing that due notice of said hearing
been given in accordance with the Scheduling Order; the respective parties having appeared by their
attorneys of record; the Court having heard and considered evidence in support of the proposed
Settlement; the attorneys for the respective parties having been heard; an opportunity to be heard
having been given to all other persons requesting to be heard in accordance with the Scheduling
Order; the Court having determined that notice to the Class (as defined below) preliminarily
in the Action pursuant to the Scheduling Order was adequate and sufficient; and the entire matter of
the proposed Settlement having been heard and considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED this:
__ dav of
I &~~r'~z~~-
1999. that:
1. The Court finds that: (a) the Class is so numerous that joinder of all members is
impracticable; (b) there are questions of law or fact common to the Class; (c) plaintiffs' claims
typi:cal ofthe claims of the Class; and (d) plaintiffs have fairly and adequately protected the
of the Class. Therefore for purposes of settlement only, this Action is certified as a class action
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES
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EXTRACTED KEY WORDS
COUNSEL FEES PROPOSED SETTLEMENT ATTORNEYS EXPENSES DEL DEFENDANTS USS COURT SUPR CIRCON LITIGATION SHAREHOLDERS CLASS ACTION CERTIFICATION POISON PILL STOCKHOLDERS SUMMARY JUDGMENT COMMON STOCK REASONABLENESS DIRECTORS MAXXIM TRANSACTION CONTINGENT NATURE INDUSTRIES CLASS MEMBERS PROSECUTION ANNUAL MEETING SUCHAROW LLP LEAD COUNSEL PRELIMINARYSTATEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Y
IN AND FOR NEW CASTLE COUNTY
---------------------------------------------------------------------x
IN RE CIRCON CORPORATION : Consolidated
SHAREHOLDERS LITIGATION : C.A. Nor=%%%
---------------------------------------------------------------------x /3/~,`5
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
AND APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
CHIMICLES & TIKELLIS LLP
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
(302)656-2500
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
Suite 140 1, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899- 1070
(302) 656-4433
Plaintiffs' Liaison Counsel
OF COUNSEL:
GOODKIND LABATON RUDOFF
& SUCHAROW LLP
100 Park Avenue
New York, NY 100 17-5563
Plaintiffs' Lead Counsel
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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3
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STIPULATION & AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
STIPULATION COURT PLAINTIFFS CIRCON DEFENDANTS COUNSEL PARTIES APPROVE USS MAXXIM HERETO REASONS STOCKHOLDERS PLAN PROCEEDING MAXXIM TRANSACTION LAW DISMISS EXPENSES FEES AGREEMENT MEMBERS BREACH REPRESENTATIVES EXECUTION PARTY LITIGATION CONNECTION STOCKHOLDERS RIGHTS PLAN |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE CIRCON CORPORATION )
SHAREHOLDERS LITIGATION > Consol. C.A. No. 15165
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned action, by and through their respective attorneys,
the following Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation")
for the approval of the Court:
WHEREAS,
A. On August 2, 1996, United States Surgical Corporation and an affiliate (together
"USS") announced the commencement of a cash tender offer (the "USS Offer") for all the
outstanding shares of Circon Corporation ("Circon" or the "Company"). The USS Offer remained
open in various forms and at various prices until it was terminated on September 16, 1998.
B. Following commencement of the USS Offer, certain stockholders of Circon initiated
four class actions in this Court against Circon and the members of Circon's board of directors. By
order dated Septernber 18, 1996, the four actions were consolidated under the caption In re Circon
Corporation Shareholders Litigation, Consol. C.A. No. 15 165 (the "Action").
C. Plaintiffs in the Action allege certain wrongdoing in connection with the USS Offer
on the part of the defendants, including allegations, among others, that the defendants (i) breached
their fiduciary duties to the Circon stockholders by summarily rejecting the U SS Offer and by
to negotiate a friendly merger with USS; (ii) engaged in actions which were not reasonable responses
to the USS Offer, including the adoption on August 13, 1996, of a stockholders rights plan (the
RLFl-203351-4
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