Case No. 2:14-cv-01149-CCC-MF
You or someone in your family may have purchased or otherwise acquired MDCO securities between January 8, 2013 and February 12, 2014 (the “Class Period”).
The Court directed that the Notice be sent to Class Members in order to inform them about the proposed Settlement of this class action lawsuit and about all of their options before the Court decides whether to approve the Settlement. If the Court approves the Settlement and after objections and appeals—if any—are resolved, the Claims Administrator appointed by the Court will make the payments provided for in the Settlement.Back To Top
This case is known as Schuler v. The Medicines Co., et al., Case No. 2:14-cv-01149-CCC-MF (the “Action”). The United States District Court for the District of New Jersey is in charge of the Action, and the case has been assigned to the Honorable Claire C. Cecchi. The individual representing the Class is the “Lead Plaintiff,” and the company and individuals he sued and who have now settled are called the Defendants.
This Action brings claims against The Medicines Company (“MDCO” or the “Company”); Clive A. Meanwell, the Company’s Chief Executive Officer and Chairman; Glenn P. Sblendorio, the Company’s former Chief Financial Officer, Treasurer, and Director; and Paul M. Antinori, the Company’s former Senior Vice President, General Counsel, and Secretary.
MDCO is a pharmaceutical company that provides medical solutions to acute- and intensive-care hospitals worldwide, focusing on acute cardiovascular care, surgery and perioperative care, and serious infectious disease care. During the Class Period, one of its most promising prospects was cangrelor, an anti-platelet blood thinner designed to prevent clotting during percutaneous coronary intervention (“PCI”), also known as coronary angioplasty. PCI is a non-surgical procedure used to open an obstructed coronary artery by inserting a balloon-tipped catheter into the artery and then inflating the balloon at the obstruction site. Usually, PCI also includes the placement of a small tube (a stent) to keep the artery open.
Lead Plaintiff asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 10b-5. Lead Plaintiff alleges that, between January 8, 2013 and February 12, 2014, Defendants made false and misleading statements about cangrelor, the conduct and results of its final clinical trial, and its prospects for FDA approval. Lead Plaintiff further alleges that investors were harmed on February 10, 2014, when the FDA released Briefing Documents criticizing the cangrelor drug trial and on February 12, 2014, when the FDA advisory panel voted to recommend against approving cangrelor.Back To Top
In a class action, one or more people called "plaintiffs" sue on behalf of people who have similar claims. All of the people with similar claims are referred to as a "class" or "class members." One court resolves the issues for all class members, except for those who exclude themselves from the class.Back To Top
This Action has been litigated since February 2014. This Action has not gone to trial, and the Court has not decided in favor of either side. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation.
Lead Plaintiff and Lead Counsel believe that the Settlement provides the Class with a benefit now, instead of after years of further uncertain litigation, and is in the best interests of all Class Members in light of the real possibility that continued litigation could result in no recovery at all. Continuing to litigate the case would require all parties to expend substantial resources. If the Action continued, fact discovery would be extremely expensive, both sides would likely engage expert witnesses, and Lead Plaintiff believes that much of the proof would be highly technical, making the outcome of any trial unpredictable.
Defendants have denied and continue to deny each and all of the allegations made and claims brought by Lead Plaintiff and maintain that they have meritorious defenses. Defendants have also denied and continue to deny, inter alia, the allegations that Lead Plaintiff or the Class have suffered damages, that the prices of MDCO securities were artificially inflated by reason of alleged misrepresentations, non-disclosures, or otherwise, or that Lead Plaintiff or the Class were harmed by the conduct alleged. Nonetheless, Defendants have concluded that further litigation of this Action would be protracted and expensive and that the Action should be fully and finally settled under the terms and conditions of this Settlement.
The Settlement shall in no event be construed as, or deemed to be evidence of, an admission or concession by Released Defendant Parties with respect to any claim of any fault or liability or wrongdoing or damage to the Class Members in this Litigation.Back To Top
The Class includes all persons or entities that purchased or otherwise acquired MDCO securities between January 8, 2013 and February 12, 2014, except those persons and entities that are excluded.
If one of your mutual funds owns MDCO securities, that alone does not make you a Class Member. Or, if you only sold MDCO securities during the Class Period, that alone does not make you a Class Member. You are a Class Member only if purchased or otherwise acquired MDCO securities during the Class Period. Contact your broker to see if you have made any of these purchases.Back To Top
Yes. You are not a Class Member if you are a Defendant; a member of a Defendant’s immediate family; a Defendant’s legal representative, heir, predecessor, successor, or assign; a current or former director or officer of the Company during the Class Period; any entity in which any Defendant has or had a controlling interest or which is related to or affiliated with any Defendant; or the legal representative, agent, heir, successor, or assign of any such excluded party. Also, if you validly exclude yourself from the Class in accordance with the requirements set forth below, you are not a part of the Class.Back To Top
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at (888) 653-7709, or you can fill out and return the Proof of Claim form enclosed with the Notice package, to see if you qualify.Back To Top
In exchange for the Settlement and the release of the Released Claims as well as dismissal of the Action, Defendants have agreed that a payment of $4.25 million will be made by Defendants (or on their behalf) to be divided, after taxes, fees, and expenses, pro rata among all Class Members who send in a valid Proof of Claim form.Back To Top
Your share of the fund will depend on several factors, including the following:
By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. It is unlikely that you will get a payment for all of your Recognized Loss. After all Class Members have sent in their Proof of Claim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses. See the Plan of Allocation at page 8 of the Notice for more information.Back To Top
To qualify for a payment, you must submit a Proof of Claim form. A Proof of Claim form is enclosed with the Notice and may also be downloaded here. Read the instructions carefully, fill out the Proof of Claim form, include all the documents that the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than June 13, 2016.Back To Top
The Court will hold a Settlement Hearing on June 7, 2016 at 10:30 a.m. to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals afterward. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.Back To Top
Unless you exclude yourself, you will remain a Class Member, and this means that, if the Settlement is approved, you will give up all “Released Claims,” including “Unknown Claims,” against the “Released Defendant Parties.” As these terms are defined in the Notice, which is available here. If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you.If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you.Back To Top
If you do not want a payment from this Settlement, and you want to keep the right to sue any Released Defendant Party on your own about the legal issues in this case, then you must take steps to remove yourself from the Settlement. This is called excluding yourself—sometimes referred to as “opting out.”
To exclude yourself from the Class, you must send a signed letter by first-class mail stating (i) your name, address, and telephone number; (ii) your purchases, acquisitions, sales, and dispositions of MDCO securities during the Class Period (including the dates the number of securities purchased, acquired, or sold, and the price paid or received for each such purchase or sale); and (iii) that you “request exclusion from the Class in the MDCO Securities Litigation” You must submit your exclusion request so that it is received no later than May 17, 2016 to:
MDCO Securities Litigation
P.O. Box 4230
Portland, OR 97208-4230
If you have submitted a Request for Exclusion and later wish to revoke it, you may do so by submitting a written request to the Claims Administrator such that it is received no later than seven (7) days before the Settlement Hearing. A revocation of a Request for Exclusion must be signed, must provide the Class Member’s name, address, and telephone number, and must state that the Class Member wishes to revoke his or her Request for Exclusion.
If you ask to be excluded and do not timely revoke your request, you will not get any payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the Defendants and the other Released Defendant Parties in the future.
You cannot exclude yourself via phone, email or this website.Back To Top
No. Unless you exclude yourself, you give up any rights to sue any Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Action to continue your own lawsuit. Remember, the exclusion deadline is May 17, 2016.Back To Top
No. If you exclude yourself, you may not send in a Proof of Claim to ask for any money. But, you may sue or be part of a different lawsuit against the Released Defendant Parties.Back To Top
The Court ordered that the law firm of Pomerantz LLP represent the Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Lead Counsel will move the Court for an award of attorneys’ fees in an amount not greater than 33 percent of the Settlement Fund and for expenses and costs in an amount not to exceed $30,000 in connection with the Litigation, plus interest on such fees, costs, and expenses at the same rate earned by the Settlement Fund. Such sums as may be approved by the Court will be paid from the Settlement Fund.Back To Top
If you are a Class Member, you can object to the proposed Settlement, the proposed Plan of Allocation, and/or Lead Counsel’s fee, cost, and expense application. You can write to the Court setting out your objection. The Court will consider your views. To object, you must send a signed letter saying that you object to the proposed Settlement in the MDCO Securities Litigation. Any objection must: (1) include your name, address, telephone number, and signature; (2) identify the date(s), price(s), and number(s) of MDCO securities that you purchased or otherwise acquired during the Class Period; (3) provide a detailed statement of your objections to any matters before the Court; (4) include a written notice of your intention to appear at the hearing (if you intend to appear); and (5) attach all documents or writings you wish the Court to consider. Your objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than May 17, 2016:
|COURT||LEAD COUNSEL||DEFENDANTS’ COUNSEL|
|Clerk of the Court
United States District Court
District of New Jersey
Martin Luther King Building & U.S. Courthouse
50 Walnut Street
Newark, NJ 07101
|Jeremy A. Lieberman
600 Third Avenue
New York, NY 10016
|Michael G. Bongiorno
WILMER CUTLER PICKERING HALE AND DORR LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
The Court will hold a Settlement Hearing on June 7, 2016, at 10:30 a.m., at the United States District Court for the District of New Jersey in the Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Courtroom 5B, Newark, New Jersey 07101, for the following: to determine whether the proposed Settlement of the Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class and should be approved by the Court; to determine whether an Order and Final Judgment as provided in the Stipulation should be entered; to determine whether the proposed Plan of Allocation should be approved; to determine any amount of fees, costs, and expenses that should be awarded to Plaintiffs’ Counsel and Plaintiffs for their service to the Class; to hear any objections by Class Members to the Stipulation or Plan of Allocation or any award of fees and expenses to Plaintiffs’ Counsel or to Plaintiffs; and to consider such other matters as the Court may deem appropriate.
If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Lead Counsel. After the Settlement Hearing, the Court will decide whether to approve the Settlement.
We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check with Lead Counsel beforehand to be sure that the date and/or time has not changed. You can also check this website for updates.Back To Top
No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.Back To Top
If you object to the Settlement, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see FAQ 18) a statement saying that it is your “intention to appear in the MDCO Securities Litigation.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or the application for an award of attorneys’ fees, costs, and expenses and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself.Back To Top
If you do nothing, you will get no money from this Settlement. But, unless you exclude yourself, you will not be able to start a lawsuit or be part of any other lawsuit against the Released Defendant Parties about the legal issues in this case, ever again.Back To Top
This website summarizes the proposed Settlement. More details are in a Stipulation of Settlement dated February 12, 2016 (the “Stipulation”). The Stipulation is the controlling document describing the proposed Settlement, and its terms govern anything to the contrary in this website or the Notice. You can get a copy of the Stipulation and obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at (888) 653-7709. A copy of the Stipulation annd other documents related to this case is also available on the Important Documents page.Back To Top
For even more detailed information concerning the matters involved in this Action, reference is made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other papers filed in the Action, which will be posted on this website and which may be inspected at the Office of the Clerk of the United States District Court for the District of New Jersey, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, New Jersey 07101, during regular business hours. For a fee, all papers filed in this Action are available at www.pacer.gov.Back To Top