California Micro Devices Corporation Board Hit By Investor Lawsuit

If you are an investor in California Micro Devices Corporation (Public, NASDAQ:CAMD), and purchased your CAMD shares before Dec. 14, 2009, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
California Micro Devices
Case Name: 
California Micro Devices 12/17/2009 Deal Case
Case Status: 
Lawsuit Filed
Case Status: 
Settlement Proposed
Affected Securities
NASDAQ: CAMD
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
12/17/2009
Class Period End: 
12/14/2009
Summary: 

Update- Jan 2010 -settlement proposed for "California Micro Devices Corporation Board Hit By Investor Lawsuit"

According to a press release by California Micro Devices Corporation (Nasdaq: CAMD) it "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."

According to California Micro Devices Corporation "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.

In addition, in connection with the settlement and as provided in the memorandum of understanding, and subject to approval by the court, the Company or its insurer will pay to plaintiffs' counsel for their fees and expenses an amount not to exceed $495,000. This payment will not affect the amount of consideration to be paid to stockholders of the Company in connection with the offer and the subsequent merger. Furthermore, any payment is also conditioned on the offer being consummated so the Company's stockholders will not indirectly bear such payment."

12/17/2009-An investor in California Micro Devices Corporation (Public, NASDAQ:CAMD) filed a lawsuit against California Micro Devices Corporation, the board of directors of California Micro Devices, and On Semiconductor Corp in connection with the attempt to sell California Micro Devices Corporation to ON Semiconductor.

According to the complaint the plaintiff alleges that breaches of fiduciary duty and other violations of state law by the Board of Directors of California Micro Devices Corp. arising out of their attempt to sell California Micro Devices Corporation under the current conditions to ON Semiconductor.

On Dec. 14, 2009 California Micro Devices (Nasdaq: CAMD) and ON Semiconductor (Nasdaq: ONNN) announced the signing of a definitive merger agreement pursuant to which ON Semiconductor will acquire California Micro Devices (CMD) through a cash tender offer of $4.70 per share.

California Micro Devices Corporation, Milpitas, California, designs and sells application specific circuit protection devices and display electronics devices for high-volume applications in the mobile handset, digital consumer electronics and personal computer markets, as well as application specific protection devices in the high brightness light emitting diodes (HBLED) market. California Micro Devices reported on March 31, 2008 Total Revenue of $59.22 million and on March 31, 2009 Total Revenue of $49.27million. Shares of California Micro Devices (CAMD) traded after the announcement at $4.70 per share and at $3.00 per share before the news. CAMD shares were down from its 52weekHigh of $4.78 per share.