ev3, an endovascular device company, has reportedly reached an agreement with the plaintiffs to settle the claims asserted in the stockholder class action lawsuits related to Covidien's proposed acquisition of ev3.
The cases are being heard in the District Court for the State of Minnesota, Hennepin County and the Court of Chancery of the State of Delaware.
On July 2, ev3 of Plymouth, Minn., said the company, along with other lawsuit defendants and plaintiffs, executed a memorandum of understanding to settle all claims asserted in the lawsuits, which is subject to confirmation from plaintiffs' counsel following confirmatory discovery. The memorandum established that the proposed settlement is "fair, adequate and reasonable, the execution of a stipulation of settlement, and approval by the Chancery Court of the State of Delaware, according to the company.
The memorandum of understanding provides that ev3 shall make supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9 and make certain amendments to the merger agreement related to Covidien's proposed acquisition of ev3, according to the company. ev3 has since filed an amendment to its Schedule 14D-9 with the Securities and Exchange Commission to make such disclosures.
On June 11, Covidien commenced its tender offer to acquire all the outstanding shares of common stock of ev3 at a price of $22.50 per share in cash, which equated to approximately $2.6 billion. The tender offer was scheduled to expire at the end of the day July 9 and was not extended. On July 12, Covidien announced the successful completion of its tender offer.
The ev3 board of directors had unanimously recommended that ev3 stockholders accept the tender offer, tender their shares of ev3 common stock in the tender offer, and adopt the merger agreement.
Complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related materials filed with the SEC by Covidien Group and COV Delaware on June 11, with the tender offer statement, as amended.