According to the docket posted, on January 05, 1998, the Court entered the Order from U.S. District Judge Irma E. Gonzalez of the U.S. District Court of the Southern District of California. According to the Order, the court has reviewed plaintiff's Notice of Voluntary Dismissal without prejudice and hereby approves the dismissal of this action as to all defendants in its entirety without prejudice as to the named plaintiff and as to all other members of the punitive class, and without attorneys' fees or costs.
The complaint alleges that Rohr and certain officers and directors of the Company during the relevant time period violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by, among other things, misrepresenting material positive information concerning the status of merger negotiations between the Company and a then unnamed bidder.
In particular, the complaint alleges that on Sept. 11, 1997, Rohr issued a press release announcing that it would be acquired for approximately $847 million in stock "if the negotiations with an unidentified company succeed." The unnamed third party was later identified to be B.F. Goodrich Company ("B.F. Goodrich"). The Company announcement also indicated that the "nominal value" to a shareholder of Rohr of the exchange ratio being discussed was $30.25 and that "no assurance would be given that a definitive agreement would be reached."
The news of the merger talks caused the price of Rohr common stock to rise as investors bid up the price of Rohr stock in anticipation of the merger which, if agreed to on the terms disclosed by Rohr, would be completed at a premium to the preexisting market price of Rohr stock.
The complaint further alleges that while Rohr disclosed the pendency of the merger negotiations, the Company was careful to advise the market that the announcement of a definitive merger agreement was subject to the risks of negotiation -- i.e., whether the parties could agree and finalize all terms surrounding the contemplated merger. In stark contrast to the Company's prior public announcements of the merger negotiations, defendants made statements during the Class Period concerning the termination of merger talks which were definitive and certain. These statements were materially false and misleading because they failed to disclose that the offer from the unnamed bidder was still viable, and that defendants and the other high-level executives of Rohr were actively considering the merger and were attempting to convince the Rohr Board to accept the offer. At the end of the Class Period, Rohr announced that it was proceeding with the merger transaction with B.F. Goodrich based on the same exchange ratio that had been under discussion and made the subject of a public announcement at the beginning of the Class Period. Plaintiff and other class members sold Rohr stock during the Class Period at prices that were artificially deflated by defendants' failure to accurately and candidly disclose the true state of the merger negotiations during that period.