Faruqi and Faruqui, LLP Logo
Share this page

Notice of Dismissal Without Prejudice of In Re Harman International Industries, Incorporated Stockholders Litigation Putative Class Action and Agreement Upon Attorneys’ Fees

July 26, 2017

If you held shares of Harman International Industries, Incorporated between November 14, 2016 and March 10, 2017 this Notice contains important information regarding the dismissal of a putative class action concerning the acquisition of Harman International Industries, Incorporated, and an agreement to pay attorneys’ fees and expenses to counsel for Co-Lead Plaintiffs in that action.

The purpose of this notice is to inform former stockholders of Harman International Industries, Incorporated (“Harman”) about developments with respect to the litigation in the Delaware Court of Chancery styled In Re Harman International Industries, Incorporated Stockholders Litigation, Consol. C.A. No. 13001-CB (the “Action”).

On November 14, 2016, Harman announced that it had entered into an agreement and plan of merger with Samsung Electronics Co., Ltd. (“Samsung”). As a result of the Transaction, Harman stockholders received $112.00 per share in cash in exchange for each share of Harman they owned.

On December 12, 2016, Harman filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Transaction.

On December 22, 2016, Plaintiff Harinath Nampally filed a verified Class Action Complaint against Harman’s Board of Directors (the “Board”) for breach of fiduciary duty (the “Nampally Complaint”).

On December 29, 2016, Plaintiff Nampally filed a Motion for Expedited Proceedings and Discovery and a Motion for Preliminary Injunction to enjoin the shareholder vote on the merger agreement until Defendants cured certain alleged disclosure violations (the “Motions”).

On January 3, 2017, Plaintiff Robert Fine filed a verified Class Action Complaint against the Board with substantively similar allegations (the “Fine Complaint”) (collectively, with the Nampally Complaint, the “Actions”).

On January 6, 2017, Defendants provided Plaintiffs’ counsel with certain limited documents pursuant to a confidentiality agreement.

On January 12, 2017, the Court consolidated the Actions and appointed Plaintiffs Nampally and Fine Co-Lead Plaintiffs.

On January 12, 2017, Co-Lead Plaintiffs sent a letter to Defendants demanding disclosure of additional information Co-Lead Plaintiffs claimed to be material to the decision whether to approve the Transaction.

On January 12, 2017, the parties agreed on categories of disclosures Harman would provide to moot the Motions.

On January 13, 2017, the parties agreed on a draft of additional disclosures to be filed with the SEC that would resolve the Motions (the “Additional Disclosures”);

On January 18, 2017, the Court granted a stipulation between the parties to withdraw the Motions as moot.

On January 20, 2017, Harman filed a Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy”) with the SEC that incorporated the Additional Disclosures.

On February 17, 2017, a special meeting of Harman stockholders was held and the Transaction was approved. On March 10, 2017, the Transaction was completed.

On April 7, 2017, the Delaware Court of Chancery entered a Stipulation and Order dismissing the Action with prejudice as to Co-Lead Plaintiffs, and without prejudice as to any other putative class member, and retaining jurisdiction solely for the purpose to determine Co-Lead Plaintiffs’ counsel’s anticipated application for an award of attorneys’ fees and reimbursement of expenses based upon the alleged benefits provided by certain supplemental disclosures set forth in the supplement to the Proxy Statement (the “Fee and Expense Application”).

After negotiations, Harman has agreed to make a fee and expense payment to Plaintiff’s counsel in the Action in the amount of $195,000 to resolve the Fee and Expense Application. The Delaware Court of Chancery has not been asked to review, and will pass no judgment on, this payment of fees and expenses or its reasonableness.

If you have any questions regarding the Action, please contact the attorneys below:

MONTEVERDE & ASSOCIATES PC
Juan E. Monteverde
The Empire State Building
350 Fifth Avenue, Suite 4405
New York, NY 10118
Tel: (212) 971-1341
Fax: (212) 601-2610

LEVI & KORSINSKY LLP
Shannon L. Hopkins
Sebastian Tornatore
733 Summer Street, Suite 304
Stamford, CT 06901
Tel.: (203) 992-4523
Fax: (212) 363-7171

Co-Lead Counsel for Plaintiffs

WACHTELL, LIPTON, ROSEN & KATZ
Ryan A. McLeod
51 West 52nd Street
New York, NY 10019
Tel: (212) 403-1000
Fax: (212) 403-2000

Counsel for Defendants

<< Back