Double-Take Software, Inc. (NASDAQ: DBTK), a leading provider of recovery solutions, today announced that counsel for it and the other defendants have entered into a memorandum of understanding, dated July 15, 2010, with counsel to the plaintiffs in the putative stockholder class actions pending in both the Court of Chancery of the State of Delaware and the Superior Court of the Commonwealth of Massachusetts in Worcester County. The stockholder class actions were filed in connection with the pending acquisition of the Company by Vision Solutions, Inc. pursuant to the definitive merger agreement entered into on May 17, 2010. The memorandum of understanding provides for the terms of a settlement of the Delaware litigation, which would include the dismissal with prejudice of all claims against all of the defendants and the dismissal of all claims in the lawsuit on behalf of the settlement class. The counsel for the Massachusetts plaintiffs have agreed to stay the Massachusetts actions pending final approval of the settlement and thereafter to seek dismissal of the Massachusetts actions, provided that the settlement receives final approval. In addition, in connection with the settlement and as provided in the memorandum of understanding, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses as part of the settlement. The proposed settlement is conditional upon, among other things, the execution of an appropriate stipulation of settlement and final approval of the proposed settlement by the court in Delaware.
In connection with entering into the memorandum of understanding, Double-Take today filed definitive additional proxy materials with the Securities and Exchange Commission (the “SEC”) to disclose the memorandum of understanding and proposed settlement and to supplement the disclosures in the definitive proxy statement filed by the Company in connection with the pending merger. The defendants agreed to the terms of the proposed settlement and to make the supplemental disclosures related to the pending merger in order to eliminate the uncertainty, distraction, burden and expense of further litigation and to permit the merger to proceed without risk of injunctive or other relief.