Opus Bank Provides Notice of Shareholder Derivative Action, Proposed Settlement, and Settlement Hearing
Jun. 13, 2018
IRVINE, Calif.--(BUSINESS WIRE)--Jun 13, 2018--The following is being released pursuant to an order of the United States District Court for the Central District of California.
IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA
NOTICE OF SHAREHOLDER DERIVATIVE ACTION, PROPOSED SETTLEMENT, AND SETTLEMENT HEARING
On January 29, 2018, Opus Bank, in its capacity as a nominal defendant, entered into a Stipulation of Settlement (the “Stipulation”) in the shareholder derivative actions filed in the U.S. District Court for the Central District of California, styled Klein v. Gordon,et al., No. 8:17-CV-00123(AB)(JPR) (C.D. Cal.) (“ Klein action”) and the Superior Court of California, Los Angeles County, styled Dillard v. Gordon, et al., No. BC651522 (Cal Super. Ct., L.A. Cnty.) (“ Dillard Action”), against certain current and former directors and officers of the Bank, and against the Bank as a nominal defendant.
The Stipulation of Settlement executed by counsel for the Parties as of January 29, 2018 (the “Stipulation”) and the Settlement contemplated therein (the “Settlement”), including dismissal of all claims with prejudice in the Klein action, is subject to approval by the U.S. District Court for the Central District of California (the “Court”), and is contingent on the California state court granting voluntary dismissal with prejudice of the Dillard Action. The proposed Settlement requires the Bank to adopt certain additional corporate governance reforms, as outlined in Exhibit A to the Stipulation, and provides for a Fee and Expense Award to Plaintiffs’ Counsel to be determined at a later date subject to the mechanism described in the Stipulation at Section V, both of which are subject to Court approval.
This notice is a summary only and does not describe all of the details of the Stipulation. For full details of the matters discussed in this notice, please see the full Stipulation by visiting the Investor Relations portion of Opus’ website, or contact Plaintiffs’ Counsel at the address listed below. All capitalized terms used in this notice, unless otherwise defined herein, are defined as set forth in the Stipulation.
On March 13, 2018, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein and providing for notice of the Settlement (the “Preliminary Approval Order”). The Preliminary Approval Order further provides that the Court will hold a hearing (“Final Hearing”) on July 20, 2018 at 10:00 a.m. before the Honorable André Birotte, Jr. in Courtroom 7B of the United States District Court for the Central District of California, First Street Federal Courthouse, 350 W. 1st Street, Los Angeles, CA 90012, pursuant to Federal Rule of Civil Procedure 23.1, to among other things: (i) determine whether the proposed Settlement is fair, reasonable and adequate and in the best interests of the Bank and its shareholders; (ii) consider any objections to the Settlement submitted in accordance with the Notice; (iii) determine whether a Final Judgment substantially in the form attached as Exhibit C to the Stipulation should be entered dismissing all claims in the Klein Action with prejudice and releasing the Released Claims against the Released Persons; (iv) consider the payment to Plaintiffs’ Counsel of attorneys’ fees and for the reimbursement of expenses in an amount not to exceed $985,000 (a number proposed by Plaintiffs but opposed by Defendants) with Defendants reserving the right to contest the amount of the Fee and Expense Award sought by Plaintiffs’ Counsel; (v) consider the payment to Plaintiffs of Service Awards in an amount not to exceed $2,500 each, which will be funded from the Fee and Expense Award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Any Opus Shareholder who wishes to object to the fairness, reasonableness, or adequacy of the Settlement as set forth in the attached Stipulation, or to the proposed Fee and Expense Award and Service Awards, may file an objection. An objector must file with the Court a written statement of his, her or its objection(s): (a) clearly indicating that objector’s name, mailing address, daytime telephone number, and e-mail address (if any); (b) stating that the objector is objecting to the proposed Settlement and/or proposed Fee and Expense Award and Service Awards; (c) specifying the reason(s), if any, for each such objection made, including any legal support and/or evidence that such objector wishes to bring to the Court’s attention or introduce in support of such objection; and (d) identifying and supplying documentation showing how many shares of Opus common stock the objector owned as of January 29, 2018, when the objector purchased or otherwise acquired such shares, and proof that the objector still owns such Opus shares.
The objector must file such objections and supporting documentation with the Clerk of the Court, U.S. District Court Central District of California, Western Division, First Street Federal Courthouse, 350 W. 1st Street Los Angeles, CA 90012, not later than twenty-one (21) days prior to the Final Hearing, and, by the same date, copies of all such papers must also be received by each of the following persons:
Counsel for Plaintiff Klein: Thomas J. McKenna GAINEY McKENNA & EGLESTON 440 Park Avenue South, 5th Floor New York, NY 10016
Counsel for Plaintiff Dillard: Laurence M. Rosen THE ROSEN LAW FIRM, P.A. 275 Madison Avenue, 34th Floor New York, NY 10016
Counsel for Defendants and Opus: Eric A. Kuwana COOLEY LLP 1299 Pennsylvania Ave., NW, Suite 700 Washington, D.C. 20004
An objector may file an objection on his, her or its own or through an attorney hired at his, her or its own expense. If an objector hires an attorney to represent him, her or it for the purposes of making such objection pursuant to this paragraph, the attorney must effect service of a notice of appearance on the counsel listed above and file such notice with the Court no later than twenty-one (21) days before the Final Hearing. Any Opus Shareholder who does not timely file and serve a written objection complying with the terms of this paragraph shall be deemed to have waived, and shall be foreclosed from raising, any objection to the Settlement, and any untimely objection shall be barred. Any submissions by the Parties in opposition or response to objections shall be filed with the Court no later than seven (7) days before the Final Hearing.
Any objector who files and serves a timely, written objection in accordance with the instructions above and herein, may appear at the Final Hearing either in person or through counsel retained at the objector’s expense. Objectors need not attend the Final Hearing, however, in order to have their objections considered by the Court. Timely objectors or their attorneys intending to appear at the Final Hearing are required to indicate in their written objection (or in a separate writing submitted to the counsel listed in the preceding paragraph no later than twenty-one (21) days prior to the Final Hearing) that they intend to appear at the Final Hearing and identify any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Final Hearing. Objectors or their attorneys intending to appear at the Final Hearing must also, no later than twenty-one (21) days prior to the Final Hearing, file with the Court, and serve upon counsel listed in the above paragraph, a notice of intention to appear, setting forth the name and address of anyone intending to appear. Any objector who does not timely file and serve a notice of intent to appear in accordance with this paragraph shall not be permitted to appear at the Final Hearing, except for good cause shown.
If you are a current holder of Opus common stock and do not take steps to appear in this action and object to the proposed Settlement, you will be bound by the Final Judgment of the Court and will forever be barred from raising an objection to such settlement in this or any other action or proceeding, and from pursuing any of the Released Claims.
If you held Opus common stock as of January 29, 2018 and continue to hold such stock, you may have certain rights in connection with the proposed Settlement. You may obtain further information by contacting Plaintiffs’ Counsel at: Thomas J. McKenna, Esq., Gainey McKenna & Egleston, 440 Park Avenue South, 5th Floor, New York, NY 10016, Telephone: (212) 983-1300, firstname.lastname@example.org; or Laurence M. Rosen, The Rosen Law Firm, P.A., 275 Madison Avenue, 34th Floor, New York, NY 10016, Telephone: (212) 686-1060, email@example.com.
PLEASE DO NOT CALL THE COURT OR OPUS REGARDING THIS NOTICE.
View source version on businesswire.com:https://www.businesswire.com/news/home/20180613006298/en/
CONTACT: Opus Bank
Jeff L. Leonard
KEYWORD: UNITED STATES NORTH AMERICA CALIFORNIA
INDUSTRY KEYWORD: PROFESSIONAL SERVICES ACCOUNTING BANKING FINANCE LEGAL
SOURCE: Opus Bank
Copyright Business Wire 2018.
PUB: 06/13/2018 07:04 PM/DISC: 06/13/2018 07:04 PM