|
|
Welcome to the Mercury Interactive Securities Litigation Settlement website.
The following is a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Class Action (the "Notice"), which Class Members should have received in the mail, and which you can access by clicking on the box with that name to the left. Since this is just a summary, you should see the full Notice for additional details.
Please read this information carefully. If you are a Settlement Class Member (as defined below), your rights will be affected by these proceedings and you may be entitled to receive benefits under a proposed settlement.
|
|
The Settlement affects all persons who purchased Mercury Interactive Corporation (“Mercury”) securities (including common stock, options, other equity securities, and debt securities) during the period September 8, 2001 through July 3, 2006. If this includes you, you may be entitled to receive a payment from this proposed class action settlement.
|
|
|
|
|
|
|
|
Securities Brokers and other Nominees: Please see instructions at the end of the Notice.
|
|
Settlement Fairness Hearing
The Court will hold a Settlement Fairness Hearing at 9:30 a.m. on September 25, 2008, at the United States District Court, Northern District of California, United States Courthouse, 280 South First Street, San Jose, California to determine (1) whether the settlement is fair, reasonable and adequate, (2) whether the proposed Plan of Allocation for the distribution of the settlement proceeds should be approved, and (3) whether the application of Plaintiffs’ Lead Counsel for attorneys’ fees and reimbursement of expenses should be approved.
Lead Plaintiffs’ Allegations
On and after August 19, 2005, five (5) actions were filed in the United States District Court for the Northern District of California as securities class actions on behalf of purchasers of Mercury securities during defined periods of time. These actions were consolidated under case number 5:05-CV-3395-JF for all purposes by an order filed on or about December 8, 2005.
On or about September 8, 2006, Lead Plaintiffs, individually and on behalf of all other persons and entities similarly situated, filed and served a Consolidated Class Action Complaint against Mercury, the Individual Defendants and PricewaterhouseCoopers. The Complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 against Mercury and the Individual Defendants, violation of Section 20(a) of the Exchange Act against the Individual Defendants, and violations of Section 10(b) and Rule 10b-5 against PricewaterhouseCoopers arising as a result of the issuance of undisclosed backdated stock options and the possible effect on Mercury’s financials and stock price.
On November 7, 2006, seven separate defense motions to dismiss the Complaint were filed, Lead Plaintiffs filed oppositions, however, on July 30, 2007, the Court granted the motions to dismiss with leave to amend. Before an amended complaint was filed the parties began discussing a possible settlement.
|
|
Although Lead Plaintiffs believe that the claims asserted in the Litigation have merit, Lead Plaintiffs and their Counsel recognize the expense and length of continued proceedings necessary to prosecute the Litigation against the Defendants through trial and through appeals and the possibility that the Action might be unsuccessful. Plaintiffs’ Lead Counsel believes that the settlement confers substantial benefits upon the Class and is in the best interests of the Class and Lead Plaintiffs.
|
|
|
IMPORTANT DATES & DEADLINES |
|
File a Proof of Claim: |
Postmarked no later than November 29, 2008 |
|
Request Exclusion: |
Received no later than September 4, 2008 |
|
File Objection: |
Received or Postmarked on or before September 4, 2008 |
|
Settlement Fairness Hearing: |
September 25, 2008 |
|
|
The Defendants have denied Lead Plaintiffs’ allegations and have vigorously defended the Action. Nonetheless, the Defendants have concluded that further conduct of the Litigation would be protracted and expensive and have, therefore, determined that it is desirable that the Litigation be settled.
|
Terms of the Settlement
Mercury, on behalf of Defendants, has paid or caused to be paid into an escrow account, pursuant to the terms of the Stipulation, cash in the amount of $117,500,000. A portion of the Settlement Fund will be used for administrative expenses, (including costs of providing notice to the Class), payment of any taxes assessed against the Settlement Fund, costs associated with the processing of claims and attorneys’ fees and reimbursement of out-of-pocket expenses that may be awarded by the Court to counsel for plaintiffs. Lead Counsel have prosecuted the Action and negotiated the settlement without having received any compensation to date and without having been reimbursed for the expenses of the Action. The balance of the Settlement Fund (the “Net Settlement Fund”) will be distributed according to the Plan of Allocation to Class Members who submit valid and timely Proof of Claim forms with required supporting material. The Plan of Allocation is described in the Notice.
The Rights of the Settlement Class Members
If you are a Settlement Class Member, you have the following options:
- If you wish to remain a member of the Class and are determined to have lost money as a result of the wrongs alleged, you may share in the proceeds of the Settlement, provided that you submit an acceptable Proof of Claim and Release by following the instructions in the Notice and the Proof of Claim form. The Notice and Proof of Claim may be viewed at the links on the left. In the Notice, see Section IX, Participation in the Settlement. If you submit a valid Proof of Claim form with supporting materials and had a compensable loss you will be entitled to a share of the Settlement Fund. In order to be eligible to receive any distribution from the Settlement Fund, you must send a properly executed Proof of Claim by first class mail postmarked or actually received no later than November 29, 2008 to the Settlement Administrator.
- If you do not wish to remain a member of the Class, you may exclude yourself from the Class by following the instructions in the Notice at the link on the left, see Section VII, The Rights of Class Members, #2. If you timely and validly request exclusion from the Class, (a) you will be excluded from the Class, (b) you will not share in the proceeds of the settlement, (c) you will not be bound by any judgment entered in the Litigation, and (d) you will not be precluded from prosecuting any individual claim that you may have against Defendants based on the matters complained of in the Litigation. Before requesting exclusion in order to prosecute your own action, you should consult with your attorney to see whether you would have such a claim. To exclude yourself from the Settlement Class, you must send a signed Request for Exclusion by mail to the Claims Administrator so that it is postmarked or actually received no later than September 4, 2008.
- If you are a Settlement Class Member and you do not properly exclude yourself from the Class, you will remain a member of the Class, be eligible to share in the settlement fund and be bound by any and all determinations or judgments in the Litigation in connection with the settlement entered into or approved by the Court and will release all of the Released Claims against the Released Persons, whether or not you submit a valid Proof of Claim.
- If you believe that you have a basis to object to any aspect of the Settlement, the Plan of Allocation, or the application for attorneys’ fees and expenses, but do not exclude yourself from the Class, you may advise counsel and the Court of your objections under the procedures described in the Notice at the link on the left, see Section XIII, page 7. To object, you must submit a signed notice of intent to object setting forth the basis for your objection and enclosing copies of any materials that you wish to have considered, which must be sent to the Court and all of the Counsel, listed on page 7 of the Notice, and which must be received or postmarked on or before September 4, 2008.
Further Information
Further information regarding the Litigation, the Notice and how to file your claim may be obtained by clicking on the "Contact Information" link at the left.
|
