American Medical Systems Holdings, Inc. (“ AMS” or the “ Company”) (NASDAQ: AMMD) announced that it had signed a memorandum of understanding today to settle the previously disclosed, putative class action lawsuits captioned Walker v. Bihl, et al., and Prime Investors Fund v. Bihl, et al., respectively, filed in the Hennepin County District Court on April 29, 2011 and May 5, 2011, respectively (collectively, the “ Merger Litigation”). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Endo Pharmaceuticals Holdings Inc. (“ Endo”), NIKA Merger Sub, Inc., a wholly owned indirect subsidiary of Endo, and AMS.
The Company agreed to the memorandum of understanding solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The other defendants and all plaintiffs in the Merger Litigation are parties to the memorandum of understanding , which provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as part of the memorandum of understanding, AMS has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. Finally, in connection with the proposed settlement, plaintiffs intend to seek, and the defendants have agreed to pay, an award of attorneys fees and expenses in an amount to be determined by the Hennepin County District Court. This payment will not affect the amount of merger consideration to be paid in the merger or the timing of the special meeting of AMS stockholders scheduled for June 15, 2011 in Minnetonka, Minnesota.