Wachovia Equity Securities Litigation
MARCH 2012 - According to the Notice:
NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected by the above-captioned class
action lawsuit before this Court (the “Action”), on limited remand from the United States Court of Appeals for the Second Circuit
(the “Court of Appeals”) for settlement purposes, if you purchased or otherwise acquired common stock issued by Wachovia
Corporation (“Wachovia” or the “Company”) between May 8, 2006 and September 29, 2008, inclusive (the “Settlement Class
Period”), and were damaged thereby, and/or if you acquired Wachovia common stock through any of Wachovia’s (a) offerings of
common stock in connection with its acquisitions of Golden West Financial Corp., and/or A.G. Edwards, Inc., and/or (b) April 14,
2008 common stock offering, and were damaged thereby.
Statement of the Settlement Classes’ Recovery: Subject to approval by the Court, and as described more fully below, Lead Equity
Plaintiffs, on behalf of themselves and the Settlement Classes, have agreed to settle all claims asserted against the Defendants in the
Action in exchange for $75 million in cash (the “Settlement Amount”). The Settlement Amount will be deposited into an interest-bearing
escrow account for the benefit of the Settlement Class Members. The Settlement Amount together with all interest earned thereon while
on deposit in the escrow account are referred to as the “Settlement Fund.” The “Net Settlement Fund” (the Settlement Fund less any
Taxes, any Notice and Administration Costs and any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed in
accordance with the plan of allocation that is approved by the Court, which will determine how the Net Settlement Fund shall be allocated
among Settlement Class Members who are eligible to participate in the distribution of the Net Settlement Fund and who submit a timely
and valid proof of claim and release form (a “Claim Form” or “Proof of Claim Form”). The proposed plan of allocation (the “Plan of
Allocation”) is included in this Notice at pages 9-10 below.
Reasons for the Settlement: Lead Equity Plaintiffs believe that the proposed Settlement is a good recovery and is in the best
interests of the Settlement Classes. The principal reasons for entering into the Settlement are the substantial benefits payable to the
Settlement Classes now, without further risk or the delays inherent in further litigation. The significant cash benefits under the
Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all in light of the Court’s
prior order dismissing the Action with prejudice (see Paragraphs 23-24 below) – might be achieved after a heavily contested appeals
process, contested motions, a contested trial (if the Lead Equity Plaintiffs prevailed in the Court of Appeals) and likely further
appeals, a process that could be expected to last several years into the future. Lead Equity Plaintiffs further considered, after
conducting substantial investigation into the facts of the case, the risks to proving liability and damages and if successful in doing so,
whether a larger judgment could ultimately be obtained. For the Wachovia Defendants, who, along with the Underwriter
Defendants, deny all allegations of wrongdoing or liability whatsoever (and also deny all allegations that any conduct on their part
caused any Settlement Class Members to suffer any damages), the principal reason for entering into the Settlement is to eliminate the
expense, risks and uncertainty of further litigation.
On July 7, 2008, a putative class action, Lipetz, et al. v. Wachovia Corp., et al., No. 08 Civ. 6171 (S.D.N.Y.) (RJS), was filed in
the United States District Court for the Southern District of New York (the “Court”) alleging claims under Sections 10(b) and 20(a) of
the Exchange Act and Rule 10b-5 promulgated thereunder against Wachovia and certain of its officers and directors.


