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Case Status:    SETTLED
On or around 01/15/2014 (Other)

Filing Date: May 25, 2012

According to the complaint, on May 9, 2012, Cost Plus issued a press release announcing that it had entered into a definitive merger agreement with Bed Bath & Beyond to acquire Cost Plus, via a tender offer made by Bed Bath & Beyond's wholly-owned subsidiary Blue Coral Acquisition Corp., in a deal valued at approximately $554 million. Under the terms of the Proposed Transaction, Cost Plus common shareholders will receive $22.00 per share in cash for each Cost Plus share they own.

Specifically, pursuant to the Agreement and Plan of Merger dated May 8, 2012
entered into between Cost Plus, Bed Bath & Beyond, and the Merger Sub, Bed
Bath & Beyond announced that Merger Sub would commence a cash tender offer to purchase all outstanding shares of Cost Plus common stock at a purchase price of $22.00 per share in cash, to be followed by a merger of Merger Sub with and into the Company.

The complaint alleges that on May 25, 2012, the Company filed a schedule 14D-9 Recommendation Statement with the Securities and Exchange Commission ("SEC") in connection with the Proposed Transaction. The Recommendation Statement fails to provide the Company's shareholders with material information and provides them with materially misleading information thereby rendering the shareholders unable to make an informed decision regarding whether to tender their shares in support of the Proposed Transaction.

On June 26, 2012, a plaintiff filed a Notice voluntarily dismissing this action without prejudice as to all defendants.

On February 11, 2013, the parties entered into a Stipulation of Settlement. The Settlement was preliminarily approved by the Court on July 18. On December 5th, the Court issued an Order granting final approval of the Settlement and also awarding attorneys' fees and expenses.


Sector: Services
Industry: Retail (Specialty)
Headquarters: United States


Ticker Symbol: CPWM
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: N.D. California
DOCKET #: 12-CV-02721
JUDGE: Hon. Lucy H. Koh
DATE FILED: 05/25/2012
CLASS PERIOD END: 05/25/2012
  1. Faruqi & Faruqi LLP (New York)
    685 3rd Avenue 26th Floor, Faruqi & Faruqi LLP (New York), NY
    212..983.9330 212..983.9331 ·
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