California Micro Devices Settles Shareholder Class Action Lawsuits

MILPITAS, Calif., Jan. 20 /PRNewswire-FirstCall/ -- California Micro Devices Corporation (Nasdaq: CAMD) today announced that it and the other named defendants in the three purported class action lawsuits that were filed in connection with the proposed acquisition of California Micro Devices by ON Semiconductor Corporation (Nasdaq: ONNN) have entered into a memorandum of understanding with counsel for the plaintiffs.

Under the terms of the memorandum of understanding, the parties have agreed to settle the lawsuits, subject to court approval. As part of the settlement, the defendants deny all allegations of wrongdoing and deny that the disclosures made by the Company in the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 that was previously mailed by California Micro Devices were inadequate. Under the terms of the memorandum of understanding, the Company agreed to make available certain additional information to its stockholders in an amendment to the Schedule 14D-9.

The memorandum of understanding further contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to members of the proposed settlement class. If finally approved by the court, the settlement will resolve all of the claims that were or could have been brought on behalf of the proposed settlement class in the action being settled, including all claims relating to the tender offer, the merger, the merger agreement, the adequacy of the merger consideration, the negotiations preceding the merger agreement, the adequacy and completeness of the disclosures made in connection with the offer and the merger and any actions of the individual defendants in connection with the offer, the merger or the merger agreement, including any alleged breaches of the fiduciary duties of any of the defendants, or the aiding and abetting thereof. If the court does approve of the settlement after a notice period, then all public stockholders who did not elect to opt out of such settlement will be bound thereby.