Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. HANSEN MEDICAL INC (1276591) 10-Q published on May 16, 2016 at 2:44 pm
Reporting Period: Mar 30, 2016
Between April 25, 2016 and May 6, 2016, four putative class action lawsuits were filed in the Superior Court of the State of California, County of Santa Clara (the “California Court”) against the Company, its directors, Auris, and Sub in connection with the proposed Merger. The lawsuits are captioned Joseph Liu v. Hansen Medical, Inc., et al., 16CV294288 (April 25, 2016), Dawn Stevens-Juhl v. Hansen Medical, Inc., et al., 16CV294354 (April 26, 2016), Howard Huggins v. Hansen Medical, Inc., et al., 16CV294552 (May 2, 2016) and David Simonson v. Cary G. Vance, et al., 16CV294862 (May 6, 2016) (naming the Company’s directors, Auris, and Sub as defendants). On May 12, 2016, the plaintiff in the Stevens-Juhl action requested that the California Court dismiss her complaint without prejudice. The California Court has not yet acted on that request.
These lawsuits each allege that the Company’s directors breached their fiduciary duties to Company stockholders by, among other things, seeking to sell the Company through an allegedly unfair process, for an unfair price, and on unfair terms. The lawsuits also allege that Auris and Sub aided and abetted those alleged breaches of fiduciary duties. The lawsuits seek, among other things, equitable relief that would enjoin the consummation of the proposed Merger, rescission of the Merger Agreement (to the extent it has already been implemented) or rescissory damages, and attorneys’ fees and costs. The Liu and Simonson actions additionally seek an order directing the Company’s directors to exercise their fiduciary duties to obtain a transaction that is in the best interests of the Company’s stockholders and the imposition of a constructive trust, in favor of the plaintiff and the class, upon any benefits improperly received by defendants as a result of their alleged wrongdoing. The Stevens-Juhl and Huggins actions additionally seek an accounting for any damages suffered by the plaintiff and the class as a result of the defendants’ alleged wrongdoing.
On May 10, 2016 a putative class action was filed in the Court of Chancery of the State of Delaware against the Company, its directors, twelve entities that are Company stockholders along with two individuals that allegedly control some of those entities (the “Stockholder Defendants”), Auris, and Sub. The lawsuit is captioned Windward Venture Partners, LP v. Hansen Medical, Inc., et al., Civil Action No. 12316 (the “Delaware Action”). The Delaware Action alleges that the Company’s directors breached their fiduciary duties to Company stockholders by, among other things, seeking to sell the Company through an allegedly unfair process, for an unfair price, and on unfair terms. The lawsuit also alleges that the Stockholder Defendants were controlling stockholders of the Company and breached fiduciary duties they owed to the Company’s other stockholders by, among other things, causing the Company to engage in an unfair transaction to the benefit of the Stockholder Defendants. Auris and Sub are alleged to have aided and abetted these breaches of fiduciary duties. The Delaware Action seeks equitable relief that would enjoin the consummation of the proposed Merger, rescission of the Merger Agreement (to the extent it has already been implemented) or rescissory damages, an accounting for any damages suffered by the plaintiff and the class as a result of the defendants’ alleged wrongdoing, and attorneys’ fees and costs.
On April 20, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Auris Surgical Robotics, Inc. (“Auris”) and Pineco Acquisition Corp. (“Sub”), a wholly owned subsidiary of Auris, providing for the merger of Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Auris (the “Merger”). Between April 25, 2016 and May 6, 2016, four putative class action lawsuits were filed in the Superior Court of the State of California, County of Santa Clara (the “California Court”) against us, our directors, Auris, and Sub in connection with the proposed Merger. The lawsuits are captioned Joseph Liu v. Hansen Medical, Inc., et al., 16CV294288 (April 25, 2016), Dawn Stevens-Juhl v. Hansen Medical, Inc., et al., 16CV294354 (April 26, 2016), Howard Huggins v. Hansen Medical, Inc., et al., 16CV294552 (May 2, 2016) and David Simonson v. Cary G. Vance, et al., 16CV294862 (May 6, 2016) (naming our directors, Auris, and Sub as defendants). On May 12, 2016, the plaintiff in the Stevens-Juhl action requested that the California Court dismiss her complaint without prejudice. The California Court has not yet acted on that request.
These lawsuits each allege that our directors breached their fiduciary duties to our stockholders by, among other things, seeking to sell the Company through an allegedly unfair process, for an unfair price, and on unfair terms. The lawsuits also allege that Auris and Sub aided and abetted those alleged breaches of fiduciary duties. The lawsuits seek, among other things, equitable relief that would enjoin the consummation of the proposed Merger, rescission of the Merger Agreement (to the extent it has already been implemented) or rescissory damages, and attorneys’ fees and costs. The Liu and Simonson actions additionally seek an order directing the our directors to exercise their fiduciary duties to obtain a transaction that is in the best interests of our stockholders and the imposition of a constructive trust, in favor of the plaintiff and the class, upon any benefits improperly received by defendants as a result of their alleged wrongdoing. The Stevens-Juhl and Huggins actions additionally seek an accounting for any damages suffered by the plaintiff and the class as a result of the defendants’ alleged wrongdoing.
On April 18, 2016, we entered into a Retention Agreement with Christopher P. Lowe, our Interim Chief Financial Officer (the "Retention Agreement"). Pursuant to the terms of the Retention Agreement, provided that Mr. Lowe signs and does not revoke a waiver and release of claims against us and, if requested by our Board of Directors, resigns immediately as a member of the Board of Directors of the Company and each of our subsidiaries, if at any time Mr. Lowe’s employment with us is terminated due to a Covered Termination (as defined in the Retention Agreement and which includes (i) an Involuntary Termination Without Cause (as defined in the Retention Agreement) or (ii) a voluntary termination by Mr. Lowe of his employment for Good Reason (as defined in the Retention Agreement)), which occurs within three months prior to, or 12 months following, a change in control of the Company, then 100% of the unvested portion of any options, restricted stock, restricted stock units or other equity awards held by Mr. Lowe with regard to our capital stock shall become immediately vested.