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|Why did I get this Notice?
You or someone in your family may have transacted in derivative securities that are price-interdependent with Allergan, Inc. (AGN) publicly traded common stock (“Allergan, Inc. Derivatives”) from February 25, 2014 through April 21, 2014, inclusive. The Court directed that the Notice be sent to Class members because they have a right to know about a proposed settlement of a class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.
|What is this lawsuit about?
On June 28, 2017, a securities class action complaint, captioned Timber Hill LLC v. Pershing Square Capital Management, L.P., et al., (the “Action”), was filed in the Court on behalf of all persons or entities that sold Allergan, Inc. call options, purchased Allergan, Inc. put options and/or sold Allergan, Inc. equity forward contracts from February 25, 2014 through April 21, 2014, inclusive. Timber Hill alleged that Defendants violated the federal securities laws through their illicit insider trading and front-running scheme that financially damaged Timber Hill and similarly situated investors by artificially deflating the value of the underlying security and the options and equity forwards traded by Timber Hill and the members of the Class.
|Why is this a class action?
In a class action, one or more people called class representatives (in this case Timber Hill) sue on behalf of people who have similar claims. They are known as class members. Bringing a case as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring individually. One court resolves the issues for all class members, except for those who exclude themselves from the class.
|What are the reasons for the Settlement?
The Court did not finally decide in favor of Timber Hill or Defendants. Instead, both sides agreed to a settlement. Timber Hill and Class Counsel believe that the claims asserted in the Action have merit. Timber Hill and Class Counsel recognize, however, the expense and length of continued proceedings necessary to pursue their claims in the Action through trial and appeals, as well as the difficulties in establishing liability. Timber Hill and Class Counsel have considered the uncertain outcome and the risk of any litigation, especially in complex lawsuits like this one, as well as the difficulties and delays inherent in such litigation. See Page 4, Question 4 of the Notice for more information.
|How do I know if I am part of the Settlement?
As certified by the Court, the Settlement Class consists of all persons or entities that transacted in Allergan, Inc. Derivatives from February 25, 2014 through April 21, 2014, inclusive.
|Are there exceptions to being included in the Class?
Excluded from the Class are Defendants, the officers and directors of Defendants during the Class Period; members of the immediate family of the individual Defendants and of the excluded officers and directors; any entity in which any Defendant, excluded officer or director, or any member of their immediate family has or had a controlling interest; any affiliates, parents or subsidiaries of the Defendants; and the legal representatives, agents, affiliates, heirs, successors or assigns of any of the foregoing, in their capacities as such. Also excluded from the Class are Nomura Holdings, Inc., Nomura Securities International, Inc., Nomura International plc, and their affiliates, parents, subsidiaries and successors. Also excluded from the Class is any Person, including any Class Plaintiff, who would otherwise be a Class Member but who excludes himself, herself, or itself from the Class by submitting a valid and timely request for exclusion in accordance with the requirements set forth in the Notice.
|What does the Settlement provide?
In exchange for the Settlement and the release of the Released Claims against the Defendants’ Released Parties, Defendants have agreed to create a $40 million cash fund, which will earn interest, to be divided, after deduction of Court-awarded attorneys’ fees, costs and expenses, settlement administration costs, and any applicable taxes, among all Class Members who properly submit valid and timely Proofs of Claim.
|How can I receive a payment?
To qualify for a payment, you must timely and validly submit a completed Proof of Claim. The Claims Administrator can also help you if you have questions about the form.
Please read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and submit it so that it is postmarked no later than July 31, 2018.
|When will I get my payment?
The Court will hold a Settlement Hearing on May 30, 2018, to decide whether to approve the Settlement. Even if the Court approves the Settlement, there may still be appeals, which can take time to resolve, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. All Proofs of Claim need to be postmarked by July 31, 2018.
|What are my rights as a Class Member?
If you are a Class Member and wish to participate in the distribution of proceeds from the Settlement, you must submit a valid and timely claim form, postmarked no later than July 31, 2018.
The deadline to exclude yourself is May 9, 2018, and the deadline to object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application is May 9, 2018.
If you do nothing, you will receive no money from this Settlement. And, unless you exclude yourself, you will not be able to start a lawsuit or be part of any other lawsuit against the Released Parties about the legal issues in this case, ever again. These rights are further explained in the Notice.
|How do I exclude myself from the Settlement?
To exclude yourself from the Class, you must send a signed letter by mail stating that you request to be “excluded from the Class in In re Allergan, Inc. Proxy Violation Derivatives Litigation, Case No. 2:17-cv-04776 DOC (KESx).” In addition, you must include your name, address, telephone number and your signature. Your letter must also include, for each transaction in Allergan, Inc. Derivatives from February 25, 2014 through April 21, 2014:
In re Allergan, Inc. Proxy Violation Derivatives Litigation c/o GCG PO Box 10556 Dublin, OH 43017-7256
|If I do not exclude myself, can I sue the Defendants or the other Defendants’ Released Parties for the same thing later?
No. Unless you exclude yourself, you will give up any rights to sue the Defendants and the other Defendants’ Released Parties for any and all Released Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is May 9, 2018.
|If I exclude myself, can I get money from the proposed Settlement?
No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. But, you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against Defendants and the other Defendants’ Released Parties.
|How do I object to the proposed Settlement?
If you are a Class member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation, or the application by Class Counsel for an award of fees and expenses. To object, you must send a signed letter stating that you “object to the proposed settlement in In re Allergan, Inc. Proxy Violation Derivatives Litigation, Case No. 2:17-cv-04776 DOC (KESx).”
You must include your name, address, telephone number, and your signature, and state the reasons why you object to the Settlement. Unless otherwise ordered by the Court, any Class Member who does not object in the manner described herein will be deemed to have waived any objections and shall be forever foreclosed from making any objections to the proposed Settlement or the application for attorneys’ fees, costs and expenses.
Your objection must be filed with the Court and mailed or delivered to all the following so that it is received on or before May 9, 2018:
|Court: Clerk of the Court United States District Court for the Central District of California, Southern Division Ronald Reagan Federal Building and United States Courthouse 411 West Fourth Street Room 1053 Santa Ana, California 92701-4516
|Class Counsel Designee: Marc M. Seltzer Susman Godfrey L.L.P. 1900 Avenue of the Stars Suite 1400 Los Angeles, California 90067
|Perishing Square Defendants’ Counsel Designee: Mark Holscher Kirkland & Ellis LLP 333 South Hope Street Los Angeles, California 90071
|Valeant Defendants’ Counsel Designee: John Hueston Hueston Hennigan LLP 523 West 6th Street Suite 400 Los Angeles, California 90014
|What is the difference between objecting and seeking exclusion?
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.
|What happens if I do nothing at all?
If you do nothing and the Settlement is approved and you are a member of the Class, you will get no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Defendants’ Released Parties about the Released Claims, ever again. To share in the Net Settlement Fund you must submit a Proof of Claim postmarked no later than July 31, 2018. To start, continue, or be a part of any other lawsuit against the Defendants and the other Defendants’ Released Parties about the Released Claims in this case you must exclude yourself from this Class. The deadline to exclude yourself is May 9, 2018.
|When and where will the Court decide whether or not to approve the proposed Settlement?
The Court will hold a Settlement Hearing at 7:30 a.m. on May 30, 2018, at the Ronald Reagan Federal Building and United States Courthouse:
411 West Fourth Street Courtroom 9D Santa Ana, California 92701-4516.
|Do I have a lawyer in this case?
The Court appointed Marc M. Seltzer of Susman Godfrey L.L.P. and Andrew J. Entwistle of Entwistle & Cappucci L.L.P. These lawyers are called Class Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Class Counsel’s fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.
|How will the lawyers be paid?
Class Counsel have not received any payment for their services in pursuing the claims in the Action on behalf of the Class, nor have they been paid for their litigation costs and expenses. At the Settlement Hearing, or at such other time as the Court may order, Class Counsel will ask the Court to award them, from the Settlement Fund, attorneys’ fees of up to 25% of the Settlement Fund, plus any interest on such amount at the same rate and for the same periods as earned by the Settlement Fund, and litigation costs and expenses (such as the cost of experts) that have been incurred in pursuing the Action. The request for litigation costs and expenses will not exceed $2 million, plus interest on the expenses at the same rate as may be earned by the Settlement Fund.
|What are acceptable forms of supporting documentation?
Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction.
If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.
We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.
|How do I update my contact information?
All requests to update your information must be received in writing. Please send a letter including your full name, current and former mailing address with the specific request to update your mailing address.
These requests may be emailed to:
Or mailed to:
In re Allergan, Inc. Proxy Violation Derivatives Litigation c/o GCG PO Box 10556 Dublin, OH 43017-7256
|What happens if my claim is filed incorrectly or if I do not provide adequate documentation?
If your claim is deficient in any way, you will receive a Notice of Rejection that outlines the problem(s) with the claim and how to resolve them. Complete the form to the best of your ability. You may add documentation to or update your claim in order to cure the deficiencies.