On October 14, 2010, a Class Action Complaint for Violation Of The Federal Securities Laws And State Law Breach Of Fiduciary Duties was filed against the defendants arising from their attempt to sell the Company to Virtual Radiologic Corporation and Eagle Merger Sub Corporation (collectively “Virtual Radiologic”) by means of an unfair process and for an unfair price of $6.50 in cash for each share of NightHawk common stock (the “Proposed Transaction”).
The complaint goes on to allege, the Proposed Transaction as currently constituted is unfair to the Company’s shareholders because it does not adequately value the Company’s future growth prospects, which will inure to Virtual Radiologic if the Proposed Transaction is consummated.
On January 4, 2011, the case has been stayed pending a settlement agreement.
According to the Notice and Stipulation to Dismiss filed on December 14, 2011, the parties give notice that the Maricopa County Superior Court approved the settlement terms previously described in the parties' Memorandum of Understanding. Accordingly the parties respectfully request entry of an order, in the form submitted herewith, dismissing this matter with each party bearing its own attorney's fees and costs. The stipulation was granted the next day and the action was dismissed without prejudice, with each party to bear their own attorneys' fees and costs.