According to the docket posted, on March 24, 2005, the Court entered the Order preliminarily approving the proposed settlement and certifying the action as a class action. On July 19, 2005, the Court entered the Final Judgment signed by U.S. District Judge Alvin K. Hellerstein settling the action.
In a press release dated March 11, 2005, Vodafone Group has agreed to settle a securities class action lawsuit pending in the United States District Court for the Southern District of New York. The settlement, which is subject to final Court approval, includes a cash payment by Vodafone and its insurance carriers of USD 24.5 million, before fees and expenses.
As summarized by the Notice of Pendency of Class Action and Proposed Settlement, beginning on or about September 18, 2002, nine putative class action complaints were filed in the United States District Court for the Southern District of New York against Vodafone and one or more of the its officers and directors. Those actions were subsequently consolidated by Orders dated December 31, 2002 and March 19, 2003. By Order dated March 19, 2003, the Court appointed Robert L. Garber, Howland Capital Management, George Hawkins and Nick Weller as the Lead Plaintiffs, and appointed Milberg Weiss Bershad Hynes & Lerach LLP (now known as Milberg Weiss Bershad & Schulman LLP), Weiss & Yourman (now known as Weiss & Lurie), and Schiffrin & Barroway, LLP, as Co-Lead Counsel. On June 6, 2003, Lead Plaintiffs filed their Consolidated Amended Class Action Complaint. Defendants moved to dismiss the Amended Complaint on July 25, 2003. On October 9, 2003, the Court held a hearing on the motion to dismiss. At the conclusion of the hearing, the Court granted the motion to dismiss with leave to re-plead and ordered the Parties to submit a stipulation of dismissal, without prejudice, with respect to one of the Individual Defendants. On October 21, 2003, the Court entered the Stipulation and Order dismissing the Individual Defendant, without prejudice, from the Action. On November 10, 2003, Lead Plaintiffs filed their Second Consolidated Amended Class Action Complaint. On December 30, 2003, Vodafone and the remaining Individual Defendants moved to dismiss the Second Amended Complaint. The Court held a hearing on the motion to dismiss on February 26, 2004. The Court granted that motion, but again granted Lead Plaintiffs leave to amend. At that hearing, Lead Plaintiffs agreed to dismiss, without prejudice, the claims alleged against the remaining Individual Defendants. By Order entered on March 26, 2004, the Court implemented the rulings and agreements made at the February 26, 2004 hearing. On May 7, 2004, Lead Plaintiffs filed their Third Consolidated Amended Class Action Complaint (the “Third Amended Complaint”). The Third Amended Complaint named Vodafone as the sole defendant.
The original Complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by issuing a series of material misrepresentations to the market between March 7, 2001 and May 28, 2002, thereby artificially inflating the price of Vodafone securities. The complaint alleges that, throughout the Class Period, defendants issued numerous statements which highlighted the Company's strong financial
performance and growth and reassured investors that Vodafone maintained a
"solid balance sheet." As alleged in the complaint, these statements were
materially false and misleading because they failed to disclose and/or
misrepresented the following adverse facts, among others: (a) that the Company was improperly delaying the write-down of billions of dollars of goodwill and impaired assets, thereby artificially inflating the Company's reported financial results. In fact, despite defendants' claims that the Company had a "solid balance sheet," when the Company finally did write-off the value of its impaired assets and goodwill, Vodafone obliterated all profits for 2001 and 2002; (b) that the Company had grossly overpaid for the numerous acquisitions it had made in prior years; and (c) based on the foregoing, defendants' representation that the Company would continue to maintain its "record of delivering outstanding performance" was lacking in a reasonable basis. On May 28, 2002, the last day of the Class Period, the Company announced its financial results for the fiscal year 2002, the period ending March 31, 2002, which included massive write downs for goodwill of approximately (pound)13.47 billion and exceptional items and operating costs of (pound)5.4 billion and exceptional non-operating costs of (pound)865 million. At the end of the Class Period, the price of Vodafone ADRs closed at $15.19 per ADR, as compared to a Class Period high of $33.26 per ADR.