According to the complaint filed November 22, 2010, on October 1, 2010, Capital Gold and Gammon Gold entered into a definitive Agreement and Plan of Merger ("Merger Agreement"), whereby Gammon Gold, through its wholly owned subsidiary, would acquire all outstanding shares of Capital Gold. Under the terms of the Proposed Transaction, Capital Gold shareholders will receive a combination of cash and stock equal to $0.79 in cash and 0.5209 validly issued, fully paid and nonassessable common shares, no par value, of Gammon Gold for each Capital Gold share they own. The Proposed Transaction is valued at approximately $288 million or $4.57 per Capital Gold share based on Gammon Gold's closing price on September 24, 2010. In pursuing the plan to induce Capital Gold shareholders to approve the Proposed Transaction, each of the defendants violated applicable state law by directly breaching and/or aiding the other defendants' breaches of their fiduciary duties of loyalty, due care, diligence, good faith and fair dealing, independence, and candor.
On February 18, 2011, the plaintiff filed an Amended Complaint, and on February 25, 2011, the defendants filed a Joint Motion to Stay or, in the Alternative, to Dismiss Plaintiff's Amended Complaint. On March 4, 2011, the plaintiff filed a Motion or Preliminary Injunction, which was denied as withdrawn. The March 14, 2011 Order continues to state, in light of the proposed and pending settlement in related Delaware litigation, Defendants' motion to stay this action, dated February 25, 2011 [#18], is granted without prejudice. The parties are directed to apprise the Court of developments in the Delaware action at a conference on Thursday, April 14,2011 at 10:00 a.m. in Courtroom 21B of the United States Courthouse, 500 Pearl Street, New York, New York. Plaintiffs request to recover (in this case) "reasonable attorneys' fees and expenses under a substantial benefit doctrine and catalyst/mootness theory" (PI. Ltf. at 1) - presumably because he filed for a preliminary injunction here and the Delaware action has been settled there - is denied as unsupported by any authorities and, on its face, appears preposterous.
According to the Notice of Dismissal filed on December 27, 2011, pursuant to Rule 41(a)(1)(A) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed with prejudice against the defendant(s).