Ceradyne Shareholder Litigation
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Welcome to the Ceradyne Shareholder Litigation Website

PLEASE BE ADVISED that the hearing on final approval of the settlement has been changed by the Court pursuant to the Court’s tentative ruling (see Notice of Ruling dated June 1, 2018 on the Case Documents tab of this website). The hearing will now be held on September 21, 2018, at 10:00 a.m.

This website has been established to provide general information regarding the proposed settlement (the "Settlement") of the action entitled In re Ceradyne, Inc. Shareholder Litigation, Lead Case No. 30-2012-00604001-CU-BT-CXC (the "Action").  This Action is pending before the Superior Court of the State of California, County of Orange (the "Court"). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation of Settlement dated June 14, 2017 and the Notice of Amendments to Stipulation of Settlement dated June 14, 2017 (together, the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you held shares of common stock in Ceradyne, Inc. ("Ceradyne") and received consideration for your shares in the sale of Ceradyne to 3M Company at the price of $35.00 per share.

As more fully described in the Notice of Pendency and Proposed Settlement of Class Action (the "Notice"), on October 1, 2012, Ceradyne and 3M Company announced the execution of an agreement and plan of merger, pursuant to which, among other things, 3M Company, through its wholly-owned subsidiary, Cyborg Acquisition Corporation (“Cyborg,” and together with 3M Company, “3M”), would commence a tender offer to acquire all outstanding shares of Ceradyne stock at a price of $35.00 per share in cash (the “Tender Offer”) and consummate a second-step merger with Ceradyne (the “Merger,” and together with the Tender Offer, the “Transaction”) in which the remainder holders of Ceradyne common stock would receive the same price per share paid in the Tender Offer. The Tender Offer expired on November 27, 2012, and the Transaction was consummated on November 29, 2012, whereby Ceradyne common stock holders received $35.00 per share.

This Action alleges that members of Ceradyne's Board of Directors, Joel P. Moskowitz, Richard A. Kertson, Richard A. Alliegro, Frank Edelstein, Siegfried Müssig and Milton L. Lohr, breached their fiduciary duties to the Class. Plaintiffs allege that these defendants, among other things, intentionally disregarded Ceradyne’s intrinsic value and agreed to sell the Company to 3M for a knowingly unfair price; made materially misleading disclosures in the Schedule 14D-9 and prevented the Class Members from making an informed decision as to whether Ceradyne would be better off as a standalone company, tender their shares or seek appraisal; and acted in bad faith in selecting and supervising Citigroup Global Markets, approving the Merger to avoid an attack by activist investors, and relying upon illustrative alternative case financial projections to approve the Merger. Defendants deny these allegations. The Stipulation has a detailed procedural history of the Action.

The Settlement, if approved, will result in the creation of a cash settlement fund of $11,300,000 (the “Settlement Amount”). The Settlement Amount, plus any interest (the “Settlement Fund”), less any Fee and Expense Award and plaintiff service awards approved by the Court, and Administrative Costs (the “Net Settlement Fund”), will be distributed to eligible Class Members pursuant to the plan of distribution of the Net Settlement Fund that is described in the Notice.

Class Counsel, Robbins Geller Rudman & Dowd LLP and Faruqi & Faruqi, LLP, will represent the interests of all members of the Class.  You will not be separately charged for these lawyers.  Any payment of attorneys' fees and expenses will be paid from the Settlement Fund.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A PROOF OF CLAIM The only way to be eligible to receive a payment from the Settlement. Proofs of Claim must be postmarked (if mailed) or received (if submitted online) no later than March 1, 2018.
EXCLUDE YOURSELF Get no payment.  This is the only option to allow you to keep the right to sue or continue to sue Defendants on your own about the legal issues in this case.  In order to exclude yourself from the Class, you must send a letter to the Claims Administrator such that it is postmarked no later than March 1, 2018.
OBJECT Write to the Court about why you do not like the terms of the Settlement, the requested attorneys’ fees and expenses, the awards to Plaintiffs and/or the plan of distribution. You will still be a member of the Class.  Objections must be filed with the Court along with a copy to Class Counsel such that it is received by March 1, 2018.
GO TO THE HEARING WHICH HAS BEEN RESCHEDULED TO JUNE 1, 2018, AT 10:00 A.M. Ask to speak in Court about the fairness of the Settlement. Requests to be heard orally at the Settlement Hearing must be sent to Class Counsel and filed with the Court so that it is received on or before March 1, 2018.
DO NOTHING Receive no payment. You will, however, still be a member of the Class, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Defendant Parties about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in this Action.

DEADLINES

Submit a Claim Form:  March 1, 2018               
Exclude Yourself:  March 1, 2018               
File an Objection:  March 1, 2018
Court Hearing on Fairness of Settlement:  June 1, 2018