Robert Collier, et al. v. BrightPoint, Inc., et al. 12-CV ......Oct 18, 2012 · Robert Collier, et...

Case 1:12-cv-01016-TWP-DKL Document 55-4 Filed 10/18/12 of 19 PageID #: 807

EXHIBIT C


UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA

ROBERT COLLIER, On Behalf of Himself and All Others Similarly Situated,

Civil Action No.: 1:1 2-cv- 1016 (TWP)(DKL) Plaintiff,

VS.

BRIGHTPOINT, INC., JERRE L. STEAD, ELIZA HERMANN, ROBERT J. LAIKIN, JOHN F. LEVY, CYNTHIA L. LUCCHESE, RICHARD W. ROEDEL, MICHAEL L. SMITH, and KARI-PEKKA WILSKA,

Defendants.

NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED CLASS ACTION DETERMINATION, PROPOSED SETTLEMENT OF CLASS ACTION,

SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF BRIGHTPO1NT, INC. ("BRIGHTPOINT" OR THE "COMPANY") AT ANY TIME DURING THE PERIOD BEGINNING ON AND INCLUDING MARCH 16, 2012 THROUGH AND INCLUDING THE DATE OF THE CONSUMMATION OF THE MERGER OF BRIGHTPOINT AND INGRAM MICRO INC., INCLUDING ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS, OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM.

PLEASE READ ALL OF THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT, OR PURSUING THE RELEASED CLAIMS (AS DEFINED HEREIN).

IF YOU HELD OR TENDERED THE COMMON STOCK OF BRIGHTPOINT FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.


I. PURPOSE OF NOTICE

The purpose of this Notice is to inform you of the proposed settlement of the above-

captioned lawsuit (the "Action"), including any action consolidated therein, pending before the

United States District Court for the Southern District of Indiana (the "Court"), as set forth in the

Stipulation and Agreement of Compromise, Settlement, and Release, dated October 15, 2012

(the "Stipulation" or "Settlement"). This Notice also informs you of the Court's certification of

the Class (as defined below) for purposes of the Settlement and notifies you of your right to

participate in a hearing to be held 90 days from the entry of the Scheduling and Preliminary

Approval Order, before the Court in the Birch Bayh Federal Building and United States

Courthouse, 46 East Ohio Street, Indianapolis, IN 46204 (the "Settlement Hearing"), to

determine whether the Court should approve the Settlement as fair, reasonable, adequate, and in

the best interests of the Class, to determine whether plaintiffs Robert J. Collier, Armand Rijken,

and Mark Rifken, as representatives of the Class (the "Lead Plaintiffs"),' and their counsel at the

law firms of Faruqi & Faruqi, LP and Robbins Geller Rudman & Dowd LLP, who have been

preliminarily certified as co-lead counsel to the Lead Plaintiffs and the Class in the Action

("Lead Counsel"), have adequately represented the interests of the Class in the Action, and to

consider other matters, including a request by Lead Plaintiffs and Lead Counsel for an award of

attorneys' fees and reimbursement of expenses.

The Court has determined that, for purposes of the Settlement only, the Action shall be

preliminarily maintained as a non-opt-out class action under Federal Rules of Civil Procedure

23(a), 23(b)(1), and 23(b)(2), by the Lead Plaintiffs as Class representatives, on behalf of a class

1 Plaintiff Robert J. Collier initiated the class action lawsuit captioned, Collier v. Brightpoint, Inc., et al, 12-cv- 10 16-TWP-DKL (S.D. Ind.) (the "Collier Action"). Plaintiffs Armand Rijken and Mark Rifken initiated the class action lawsuit captioned, RUken, et al. v. Brightpoint, Inc., et al., 12-cv-1072-TWP-TAB (S.D. Ind.) (the "Rj ken Action"). On September 17, 2012, the Rken Action was consolidated into the Collier Action.

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consisting of all record holders and beneficial owners of common stock of BrightPoint, Inc.

("BrightPoint") at any time during the period beginning on and including March 16, 2012

through and including the date of the consummation of the Merger (as defined below) (the

"Class Period"), and excluding the defendants in the Action, any entity in which a defendant in

the Action has or had a controlling interest, officers of the defendants in the Action and the legal

representatives, agents, executors, heirs, successors, or assigns of any such excluded person (the

"Class"). At the Settlement Hearing, among other things, the Court will consider whether the

Class should be certified pursuant to Federal Rule of Civil Procedure 23 and whether the Lead

Plaintiffs have adequately represented the Class.

This Notice describes the rights that you may have under the Settlement and what steps

you may, but are not required to, take in relation to the Settlement. If the Court approves the

Settlement, the parties to the Action will ask the Court at the Settlement Hearing to enter an

Order and Final Judgment dismissing the Action with prejudice on the merits.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

II. BACKGROUND OF THE ACTION

This Action arises out of the proposed acquisition by Ingram Micro, Inc. ("Ingram

Micro") of BrightPoint at a price of $9.00 per share of BrightPoint stock, which was announced

on June 29, 2012, the date on which BrightPoint, Ingram Micro, and Beacon Sub, Inc. ("Beacon

Sub"), a wholly owned subsidiary of Ingram Micro, executed the Agreement and Plan of Merger

(the "Merger Agreement"). The Merger Agreement provides for the merger of Beacon Sub with

and into BrightPoint (the "Merger"), with BrightPoint surviving the Merger as a wholly owned


subsidiary of Ingram Micro. Beacon Sub is a wholly owned subsidiary of Ingram Micro and was

formed solely for the purpose of facilitating Ingram Micro's acquisition of BrightPoint.

On July 2, 2012, Ingram Micro and BrightPoint jointly issued a press release announcing

that they had entered into the definitive Merger Agreement pursuant to which Ingram Micro,

though its wholly owned subsidiary Beacon Sub, would acquire BrightPoint.

On July 19, 2012, BrightPoint filed with the U.S. Securities and Exchange Commission

("SEC") a preliminary proxy statement on Schedule 14A (the "Preliminary Proxy Statement")

disclosing the BrightPoint board of directors' unanimous recommendation that BrightPoint

shareholders vote for the approval of the Merger Agreement.

On July 24, 2012, Mr. Robert Collier filed an action (the "Collier Action") against

BrightPoint, Jerre L. Stead, Eliza Hermann, Robert J. Laikin, John F. Levy, Cynthia L. Lucchese,

Richard W. Roedel, Michael L. Smith, Kari-Pekka Wilska, Ingram Micro and Beacon Sub (the

"Collier Defendants").

On July 27, 2012, plaintiff in the Collier Action filed a Motion for Expedited Discovery

and to Set a Schedule for Plaintiff's Motion for Preliminary Injunction.

On August 2, 2012, Mr. Armand Rijken and Mr. Mark Ritken filed an action (the "RU ken

Action") against BrightPoint, Robert J. Laikin, Thomas J. Ridge, Jerre L. Stead, Kari-Pekka

Wilska, Eliza Hermann, Cynthia L. Lucchese, John F. Levy, Richard W. Roedel and Michael L.

Smith (the "RUken Defendants" and, together with the Collier Defendants, "Defendants")

On August 9, 2012, plaintiff in the Collier Action filed a Motion to Consolidate the

Rjken Action with the Collier Action. On August 10, 2012, plaintiff in the Rjken Action filed a

Notice of Joinder in Plaintiff's Motion to Consolidate and Plaintiff's Motion for Expedited

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Discovery and to Set a Schedule for Plaintiffs Motion for Preliminary Injunction in the Collier

Action.

On August 10, 2012, BrightPoint filed a Motion to Dismiss the Collier Action. On

August 17, 2012, BrightPoint filed a Memorandum of Law in Opposition to Plaintiffs Motion

for Expedited Discovery and to Set a Schedule for Plaintiffs Motion for a Preliminary

Injunction.

On August 20, 2012, BrightPoint filed a definitive proxy statement on Schedule 14A with

the SEC in connection with the Proposed Transaction (the "Definitive Proxy Statement"). In the

Definitive Proxy Statement, Defendants made certain disclosures that the Action had identified

and alleged as having been omitted from the Preliminary Proxy Statement. Defendants deny that

they made any material misstatements or omissions in the Preliminary Proxy Statement or in the

Definitive Proxy Statement.

On or before August 21, 2012, counsel for Defendants and Lead Counsel commenced

discussions concerning the disclosures made in or to be made in the Preliminary and Definitive

Proxy Statements. Beginning on August 21, 2012, Defendants made certain documents available

for review by Lead Plaintiffs.

On August 22, 2012, plaintiff in the Collier Action filed an Amended Class Action

Complaint for Violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

The Action, as consolidated and amended, alleges, among other things, that Defendants failed to

disclose material information to shareholders in the Preliminary and Definitive Proxy

Statements, and Defendants breached their, and/or aided and abetted the breach of, fiduciary

duties.

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On August 24, 2012, plaintiff in the Collier Action filed a Reply Memorandum in

Support of the Motion for Expedited Discovery and to Set Schedule for Plaintiff's Motion for

Preliminary Injunction.

On August 24, 2012, Lead Counsel sent to counsel for Defendants a communication that

demanded Defendants make certain additional disclosures to BrightPoint shareholders prior to

the scheduled shareholder vote on the Merger and any shareholder vote thereon.

On August 24, 2012, plaintiff in the Collier Action filed a Motion for a Preliminary

Injunction seeking to enjoin the Merger.

Counsel to the parties had a series of good faith and arm's length discussions about the

proposed Merger, the disclosures that appear in the Preliminary Proxy Statement and Definitive

Proxy Statement, and a possible settlement of the Action.

After consultation and arm's length negotiations with Lead Counsel, as contemplated

herein, BrightPoint agreed to make certain additional disclosures regarding the Merger (the

"Supplemental Disclosures") through a current report on Form 8-K (the "8-K") to be filed with

the SEC, and agreed that the Action was a substantial cause of Defendants' decision to make

certain supplemental disclosures in the Definitive Proxy Statement (the "Proxy Disclosures")

(collectively, with the Supplemental Disclosures, the "Disclosures").

As a result of the pendency and prosecution of the Action, counsel also continued in

arm's length negotiations concerning a possible settlement of the Action. Counsel reached an

agreement in principle, set forth in a Memorandum of Understanding, dated September 4, 2012,

providing for the settlement of the Action between and among Lead Plaintiffs, on behalf of

themselves and the Class of persons on behalf of whom Lead Plaintiffs brought the Action, and

Defendants, on the terms and subject to the conditions set forth below.

ON


On September 6, 2012, BrightPoint filed with the Securities and Exchange Commission a

Form 8-K making the Supplemental Disclosures to the Definitive Proxy. These Supplemental

Disclosures included: (1) the multiples for each selected company in the Selected Companies

Analysis done by Blackstone Advisory Partners, L.P. ("Blackstone"), a financial advisor retained

by BrightPoint to evaluate the fairness of the consideration to be paid by Ingram Micro to the

holders of BrightPoint's common stock, which analysis was described in detail on pages 39-41

of the Definitive Proxy Statement; (2) replacement of the first paragraph on page 41 of the

Definitive Proxy Statement describing in detail the Illustrative Stand-Alone Discounted Cash

Flow Analysis by Blackstone; and (3) replacement of the first chart on page 42 of the Definitive

Proxy Statement in the section describing the Selected Precedent Transactions Analysis

performed by Blackstone, which replacement chart includes a column entitled "Transaction

Value/LTM Revenue."

On the same day, September 6, 2012, BrightPoint filed a Consent to Plaintiffs' Motion to

Consolidate the Collier and R jjken lawsuits into Collier v. BrightPoint, Inc., 1 2-cv-0 101 6-TWP-

DKL (S.D. Ind.).

On September 12, 2012, the parties filed a Stipulation of Withdrawal of Pending Motions

in the Action, which the Court approved on September 17, 2012.

On September 17, 2012, the Court entered an Order granting the Plaintiffs' Motion to

Consolidate the Collier and R jjken lawsuits into the Collier Action.

On September 19, 2012, the duly noticed special meeting of the shareholders of

BrightPoint was held and 50,447,066 shares were represented in person or by proxy.

The matters submitted to the shareholders and voted upon at this special shareholders meeting,

which are more fully described in BrightPoint's Definitive Proxy Statement, included approval

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of the Merger Agreement. The Merger Agreement was approved by the indicated votes: (1)

For: 50,302,206; (2) Against: 122,345; and (3) Abstain: 22,515.

III. THE SETTLEMENT AND PARTICIPATION IN THE SETTLEMENT

In consideration for the Settlement (including any claim for attorneys' fees in connection

with the Action) and the release of all Released Claims (see Section IV below), Defendants have

taken the following actions

• BrightPoint disclosed in the Definitive Proxy Statement the forecasts of future unlevered free cash flows for the second half of fiscal year 2012 through fiscal year 2017 provided by management of BrightPoint to Blackstone. These forecasts were not included in the Preliminary Proxy Statement.

• BrightPoint made certain documents and draft disclosures available for review by Lead Counsel.

After consulting with Lead Counsel and discussing the language and substance of the Supplemental Disclosures, BrightPoint made the Supplemental Disclosures in the Form 8K filed with the SEC on or about September 6, 2012, which provided additional information relating to certain data, inputs, methodologies, and analyses underlying the financial valuation work done by Blackstone, BrightPoint's financial advisor. These Supplemental Disclosures included:

• The multiples for each company in the Selected Companies Analysis done by Blackstone to evaluate the fairness of the consideration to be paid by Ingram Micro to the holders of BrightPoint' s common stock, which analysis was described in detail on pages 39-41 of the Definitive Proxy Statement;

• Replacement of the first paragraph on page 41 of the Definitive Proxy Statement describing in detail the Illustrative Stand-Alone Discounted Cash Flow Analysis by Blackstone; and

• Replacement of the first chart on page 42 of the Definitive Proxy Statement in the section describing the Selected Precedent Transactions Analysis performed by Blackstone, which replacement chart includes a column entitled "Transaction Value/LTM Revenue."

• BrightPoint has permitted, and will continue to permit, Lead Plaintiffs and Lead Counsel the opportunity to conduct discovery to confirm their decision to settle the Action based on the benefits and conditions stated herein.


Defendants have agreed that all costs of providing this Notice to holders of common

stock of BrightPoint will be paid by BrightPoint, and in no event shall Lead Plaintiffs, Lead

Counsel, or any member of the Class be responsible for any notice costs or expenses.

If you are a Class member, you will be bound by any judgment entered in the Action

whether or not you actually receive this Notice. You may not opt out of the Class.

IV. RELEASES

The Stipulation and Settlement provides that, subject to Court approval of the Settlement,

pursuant to Federal Rule of Civil Procedure 23, and for good and valuable consideration, the

Action shall be dismissed on the merits with prejudice as to all Defendants and against all

members of the Class. In addition, any and all rights, actions, causes of action, suits, debts, dues,

sums of money, accounts, liabilities, losses, obligations, fees, costs, reckonings, bonds, bills,

specialties, controversies, agreements, contracts, variances, trespasses, damages, judgments,

extensions, executions, claims and demands whatsoever, whether known or unknown, contingent

or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, that have

been, could have been or in the future could be or might be asserted, by or on behalf of plaintiffs

and any or all members of the Class in their capacity as shareholders and all of their respective

present or past heirs, executors, estates, administrators, predecessors, successors, assigns,

parents, subsidiaries, associates, affiliates, employers, employees, agents, consultants, directors,

managing directors, officers, partners, partnerships, principals, limited liability companies,

members, attorneys, bankers, consultants, trustees, insurers, coinsurers, reinsurers, accountants,

financial and other advisors, investment bankers, underwriters, lenders, auditors and any other

representatives of any of these persons or entities, including, without limitation, any claims,

whether individual, class, direct, derivative, representative, legal, equitable or in any other


capacity, arising under federal statutory or common law, state statutory or common law, local

statutory or common law or any law, rule or regulation, including the law of any jurisdiction

outside the United States (including, but not limited to, allegations of fraud, fraud in the

inducement, breach of the duty of care, breach of the duty of loyalty, breach of the duty of

disclosure, breach of any other duty, misrepresentation, or omission, negligence or gross

negligence, "quasi-appraisal," breach of contract, breach of trust, corporate waste, ultra vires

actions, unjust enrichment, aiding and abetting, violations of federal or state securities law or

otherwise), that relate in any way to (i) the Merger Agreement or any amendment thereto or the

Merger itself; (ii) the fiduciary duties owed by Defendants and the Released Parties to

shareholders of BrightPoint in connection therewith; (iii) Defendants' disclosure obligations

under federal, state or any other law in connection with the Merger Agreement or the Merger;

(iv) the adequacy of the consideration to be paid to BrightPoint shareholders in connection with

the Merger Agreement and/or Merger; (v) the negotiations in connection with the Merger

Agreement, or any amendment thereto, including any alleged deal protection devices; (vi) the

alleged aiding and abetting of any breach of fiduciary duty in connection with the Merger

Agreement or the Merger; (vii) any alleged improper personal benefit, conflict of interest,

improper payments of any remuneration or employment benefits to any individual made in

connection with the Merger Agreement or the Merger; (viii) the allegations in the Action; and

(ix) any other claim related in any way to any of the foregoing (collectively, the "Released

Claims"), shall be individually and collectively, completely, fully, finally, and forever released,

relinquished, and discharged; provided, however, that the Released Claims shall not be construed

to limit the right of the Defendants, Lead Plaintiffs, or any member of the Class to enforce the

terms of the Stipulation.

FEE


The Stipulation also provides that Defendants and their respective counsel, individually

and collectively, shall completely, fully, finally, and forever release, relinquish, settle, and

discharge Lead Plaintiffs, Lead Counsel, and all Class members from any and all claims arising

out of or relating to their filing, prosecuting, or settling the Action; provided, however, that the

release shall not include the right of the Defendants to enforce the terms of the Settlement.

If the Settlement becomes final, the releases will extend to claims that the parties granting

the releases (the "Releasing Persons") may not know or suspect to exist at the time of the release,

which, if known, might have affected their decision to enter into this release or whether or how

to object to the Court's approval of the Settlement. The Releasing Persons, including each

member of the Class, shall be deemed to waive any and all provisions, rights, and benefits

conferred by any law of the United States or any state or territory of the United States, or

principle of common law or foreign law, which may have the effect of limiting the release set

forth above. In particular, the Releasing Persons, including each member of the Class, shall be

deemed to have relinquished to the full extent permitted by law the provisions, rights, and

benefits of section 1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

In addition, the Releasing Persons, including each member of the Class, shall be deemed to

relinquish, to the extent they are applicable, and to the full extent permitted by law, the

provisions, rights, and benefits of any law of any state or territory of the United States, federal

law, or principle of common law, which is similar, comparable, or equivalent to section 1542 of

the California Civil Code. The parties do not and shall not concede that any law, other than the

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law of the state of Indiana, is applicable to the Stipulation or the release of the Released Claims.

The Releasing Persons, including each member of the Class, acknowledge that the Releasing

Persons may discover facts in addition to or different from those now known or believed to be

true with respect to the Released Claims, but that it is the intention of the Releasing Persons,

including each member of the Class, to hereby completely, fully, finally, and forever

compromise, settle, release, discharge, and extinguish any and all Released Claims, known or

unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter

exist, and without regard to the subsequent discovery or existence of additional or different facts.

V. REASONS FOR THE SETTLEMENT

Lead Counsel have reviewed and analyzed the facts and circumstances relating to the

claims asserted in the Action, as known by Lead Plaintiffs and Lead Counsel to date, including

conducting discussions with counsel to BrightPoint; analyzing draft disclosures provided by

BrightPoint, documents obtained through publicly available sources, applicable case law, and

other authorities; conducting interviews and depositions; and communicating with their financial

and tax consultants. Based on this investigation, Lead Plaintiffs decided to enter into the

Stipulation, and settle the Action based upon the terms and conditions set forth therein, after

taking into account, among other things, (1) the benefits to the Class from the litigation of the

Action and the Settlement; (2) the risks of continued litigation in this Action; (3) the conclusion

reached by the parties and their counsel that the Settlement upon the terms and provisions set

forth in the Settlement are fair, reasonable, adequate, and in the best interests of the Class and

has resulted in a benefit to them. Lead Counsel believes that the Supplemental Disclosures

provided to BrightPoint's shareholders set forth substantial additional information that had

previously been undisclosed, and thereby allowed for a more informed vote on the Merger.

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Defendants have denied and continue to deny that they committed any violations of law

or breaches of fiduciary duty to the Class whatsoever, nor aided and abetted any violations of

law or breaches of fiduciary duty, including in connection with the Merger, the Merger

Agreement, the Preliminary Proxy Statement, the Definitive Proxy Statement, and the Special

Shareholders Meeting, but state that they consider it desirable that this Action be settled and

dismissed on the merits and with prejudice to (1) eliminate the risk, burden and expense of

further litigation, (2) permit the merger to be consummated as scheduled without risk of delay,

and (3) permit BrightPoint's shareholders to receive the consideration provided for in the Merger

Agreement.

VI. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES

Lead Plaintiffs and Lead Counsel intend to petition the Court for an award of six hundred

thousand dollars ($600,000.00) for attorneys' fees and expenses (including costs, disbursements,

and expert and consultant fees) in connection with the litigations described in this Notice to be

paid by BrightPoint on top of (i.e., not out of) the Merger consideration received by BrightPoint

(the "Fee Petition"). Therefore, no attorneys' fees or expenses will be borne by Class members.

Defendants have agreed not to oppose the Fee Petition and acknowledge that Lead Counsel have

a claim for attorneys' fees and expenses in the Action based upon the benefits that the litigation

of the Action and the Settlement have provided to the Class. BrightPoint, on behalf of and for

the benefit of itself and the other Defendants, agrees to pay any final award of fees and expenses

by the Court, not to exceed the amounts specified in the first sentence of this paragraph.

VII. CLASS ACTION DETERMINATION

The Court has ordered that, for purposes of the Settlement only, the Action shall be

preliminarily maintained as a class action by the named Lead Plaintiffs as Class representatives,

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pursuant to Federal Rules of Civil Procedure 23(a), 23(b)(1), and 23(b)(2), with the Class

defined as set forth above.

Inquiries or comments about the Settlement may be directed to the attention of counsel

for Lead Plaintiffs as follows:

David T. Wissbroecker Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, California 92101 Attorney for Lead Plaintiffs Armand Rijken and Mark Ri ken

Juan E. Monteverde Faruqi & Faruqi, LP 369 Lexington Avenue Tenth Floor New York, New York 10017 Attorney for Lead Plaintiff Robert J. Collier

VIII. SETTLEMENT HEARING

The Court has scheduled a Settlement Hearing, which will be held 90 days from the entry

of the Scheduling and Preliminary Approval Order, at the Birch Bayh Federal Building and

United States Courthouse, 46 East Ohio Street, Indianapolis, IN 46204, to: (1) determine whether

the preliminary certifications discussed herein should be made final; (2) determine whether the

Settlement should be approved by the Court as fair, reasonable, adequate, and in the best

interests of the Class; (3) determine whether an Order and Final Judgment should be entered

pursuant to the Stipulation; (4) consider the application of Lead Plaintiffs and Lead Counsel for

an award of attorneys' fees and expenses; (5) hear and determine any objections to the

Settlement or the Fee Petition; and (6) rule on such other matters as the Court may deem

appropriate.

The Court has reserved the right to adjourn the Settlement Hearing or any adjournment

thereof, including the consideration of the Fee Petition, without further notice of any kind other

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than oral announcement at the Settlement Hearing or any adjournment thereof. The Court has

also reserved the right to approve the Settlement at or after the Settlement Hearing with such

modification(s) as may be consented to by the parties to the Stipulation and without further

notice to the Class.

IX. RIGHT TO APPEAR AND OBJECT

Any member of the Class who (1) objects to the (a) Settlement, (b) Class action

determination, (c) adequacy of representation by the Lead Counsel, (d) dismissal of the Action,

(e) judgment to be entered in the Action, and/or (f) the Fee Petition; or (2) otherwise wishes to be

heard, may appear in person or by his or her or its attorney at the Settlement Hearing, at the

Class member's own expense, and present evidence or argument that may be proper and

relevant. If you want to do so, however, you must, not later than ten (10) calendar days prior to

the Settlement Hearing, file with the Court, Birch Bayh Federal Building and United States

Courthouse, 46 East Ohio Street, Indianapolis, IN 46204 (1) a written notice of intention to

appear, (2) proof of your membership in the Class, (3) a detailed statement of your objections to

any matters before the Court, and (4) the grounds thereof or the reasons for your desiring to

appear and be heard, as well as documents or writings you desire the Court to consider. Also, on

or before the date that you file such papers, you must serve them by hand or overnight courier

upon each of the following attorneys of record:

David T. Wissbroecker Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, California 92101 Attorney for Lead Plaintiffs Armand Rijken and Mark Rj/ken

Juan E. Monteverde Faruqi & Faruqi, LP 369 Lexington Avenue Tenth Floor

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New York, New York 10017 Attorney for Lead Plaintiff Robert J. Collier

James V. Masella, III Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174-0208 Attorney for Defendants BrightPoint, Inc., Jerre L. Stead, Eliza Hermann, Robert J. Laikin, John F. Levy, Cynthia L. Lucchese, Richard W. Roedel, Michael L. Smith, Kari-Pekka Wilska, and Thomas J. Ridge

Any Class member who does not object to the Settlement, the Class action determination,

or the Fee Petition need not do anything. Unless the Court otherwise directs, no person will be

entitled to object to the approval of the Settlement, the Class action determination, the Fee

Petition, or the judgment to be entered in the Action, or otherwise to be heard, except by serving

and filing written objections as described above. Any person who fails to object in the manner

described above shall be deemed to have waived the right to object (including the right to appeal)

and will be forever barred from raising such objection in this or any other action or proceeding.

X. INTERIM INJUNCTION

Pending final determination of whether the Settlement should be approved, the Lead

Plaintiffs, all members of the Class, and their counsel, and each of them, and any of their

respective representatives, trustees, successors, heirs, and assigns, are barred and enjoined from

asserting, commencing, prosecuting, continuing, assisting, instigating, or in any way

participating in the commencement or prosecution of any action, whether directly,

representatively, derivatively, or in any other capacity, asserting any claims that are, or relate in

any way to, the Released Claims.

XI. ORDER AND FINAL JUDGMENT OF THE COURT

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If the Court determines that the Settlement, as provided for in the Stipulation, is fair,

reasonable, adequate, and in the best interests of the Class, the parties will ask the Court to enter

an Order and Final Judgment, which will, among other things:

1. Approve the Settlement and adjudge the terms thereof to be fair, reasonable,

adequate, and in the best interests of the Class, pursuant to Federal Rule of Civil Procedure

23(e);

2. Authorize and direct the performance of the Settlement in accordance with its

terms and conditions and reserve jurisdiction to supervise the consummation of the Settlement

provided herein; and

3. Dismiss the Action with prejudice on the merits and release the Defendants, and

each of them, and all the Released Persons from the Released Claims.

XII. NOTICE TO THOSE HOLDING STOCK FOR THE BENEFIT OF OTHERS

Brokerage firms, banks, and/or other persons or entities who held shares of common

stock of BrightPoint for the benefit of others are directed promptly to send this Notice to all of

their respective beneficial owners. If additional copies of the Notice are needed for forwarding to

such beneficial owners, any requests for such additional copies may be made to:

[Insert Address of Mailing Administrator Once Identified]

XIII. SCOPE OF THE NOTICE

This Notice is not all-inclusive. The references in this Notice to the pleadings in the

Action, the Stipulation, and other papers and proceedings are only summaries and do not purport

to be comprehensive. For the full details of the Action, claims which have been asserted by the

parties and the terms and conditions of the Settlement, including a complete copy of the

Stipulation, members of the Class are referred to the Court files in the Action. You or your

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attorney may examine the Court files during regular business hours of each business day at the

Birch Bayh Federal Building and United States Courthouse, 46 East Ohio Street, Indianapolis,

IN 46204. Questions or comments may be directed to counsel for the Lead Plaintiffs:

David T. Wissbroecker Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, California 92101 Attorney for Lead Plain tiffs Armand R:jken and Mark Rfken

Juan E. Monteverde Faruqi & Faruqi, LP 369 Lexington Avenue Tenth Floor New York, New York 10017 Attorney for Lead Plaintiff Robert J. Collier

DO NOT WRITE OR TELEPHONE THE COURT.

Dated: I J,2012

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Robert Collier, et al. v. BrightPoint, Inc., et al. 12-CV ......Oct 18, 2012 · Robert Collier, et...

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Transcript of Robert Collier, et al. v. BrightPoint, Inc., et al. 12-CV ......Oct 18, 2012 · Robert Collier, et...