This case was first filed on June 7, 2006 in Superior Court and removed to Federal Court by the Notice of Removal on June 13, 2006. On June 26, 2006, Judge Patti B. Saris denied the motion to remand the action to State Court. On June 27, 2006, the plaintiff filed a First Amended Complaint.
According to the First Amended Complaint, the shareholder class action was filed on behalf of the public stockholders of ADE Corporation (“ADE” or the “Company”) against its directors (the “Individual Defendants”) and others. Plaintiff alleges that the definitive proxy statement defendants mailed to ADE’s shareholders on or about June 16, 2006 in conjunction with the sale of ADE to a subsidiary of KLA-Tencor Corporation (“KLA-Tencor”) (the “Proposed Sale”) contains inaccurate statements of material fact and omits to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, in violation of Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n, and Rule 14 (a)(9) promulgated thereunder, Mass. L. ch. 110A § 404, Mass. L. ch. 110C §7, §9, and the Massachusetts common law. Plaintiff also alleges, inter alia, that the Individual Defendants violated their fiduciary duties of care and loyalty owed ADE’s public shareholders under Massachusetts common law in voting to approve the Proposed Sale at an inadequate price and with inadequate protection for ADE’s shareholders, and further alleges that each of ADE’s directors had and has a conflict of interest since, inter alia, each director of ADE will gain pecuniary and other benefits beyond that received by ADE’ public shareholders as a result of the Proposed Sale, and are therefore not entitled to any presumptions conferred by the business judgment rule.
On June 29, 2006, the defendants filed several motions to dismiss the First Amended Complaint. On July 11, 2006, the Court entered the Settlement Order of Dismissal signed by U.S. District Judge Patti B. Saris. According to the Order, the Court having been advised that the above captioned action settled: It is hereby ordered that this action is hereby dismissed without costs and without prejudice to the right of any party, upon good cause shown, to reopen the action within 30 days if settlement is not consummated. On August 2, 2006, the case was reopened due to the pending settlement proceedings. On October 11, 2006, Judge Patti B. Saris issued the order granting Plaintiff Dean Drulias' Motion for Appointment of Lead Plaintiff and Approval of His Selection of Lead Counsel.
On November 28, 2006, the parties filed a Joint Motion for Preliminary Approval of Settlement. According to the January 25, 2007 Notice of Pendency and Proposed Settlement, the proposed settlement is not a monetary settlement. The settlement requires ADE to disclose additional information to its shareholders concerning ADE's proposed merger with KLA-Tencor corporation prior to the July 13, 2006 shareholder vote on the merger. On May 17, 2007, the Court entered the Order and Final Judgment approving the settlement.