The Law Firm of Levi & Korsinsky LLP announces the Proposed Settlement of a Class Action Involving Integral Systems, Inc.
WASHINGTON, Nov. 4, 2011 /PRNewswire-USNewswire/ — This Notice is given pursuant to an Order of the Howard County Circuit Court, Maryland (“Court”), in accordance with Rule 2-231 of the Maryland Rules, to inform all record and beneficial holders of Integral Systems, Inc. (“Integral”) common stock at any time from and including July 16, 2010 to July 27, 2011, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them of certain proceedings and the proposed settlement of a class action captioned In re Integral Systems, Inc. Shareholder and Derivative Litigation (the “Action”).
A hearing will be held in the Anne Arundel County Circuit Court, 7 Church Circle, Annapolis, Maryland 21401 at 9:00 a.m. on December 19, 2011 to determine whether the proposed settlement of the Consolidated Action should be approved as fair, reasonable, adequate and in the best interests of the proposed Class and whether the request by counsel for Plaintiff for an award of attorneys’ fees and expenses should be granted. The Court may change the date of the hearing without providing additional notice to the Members of the Class.
On July 16, 2010, Integral and Kratos Defense & Security Solutions, Inc. entered into an Agreement and Plan of Merger (“Merger Agreement”) which provided, inter alia, that, if the Merger Agreement was approved, Kratos would acquire all of the outstanding shares of Integral in a cash-and-stock transaction for approximately $13.00 per share for a total value of $266 million. Under the Merger Agreement, Integral would cease to be a publicly-traded company and would instead be a wholly-owned indirect subsidiary of Kratos. As a result of this transaction (“Merger”), each share of Integral common stock was converted into the right to receive $5.00 in cash and 0.588 of a share of Kratos common stock. The Action was commenced shortly after the Merger was announced and alleges breaches of fiduciary duty on the part of the Integral board of directors and that Kratos aided and abetted those breaches.
Based on their thorough investigation and discovery taken in this matter, and upon their consultation with financial experts from Value, Inc., Plaintiffs and Lead Counsel have determined that a settlement of the Consolidated Action on the terms reflected in the Stipulation and Agreement of Settlement dated as of September 22, 2011 (“Stipulation”) is fair, reasonable, adequate, and in the best interests of Integral’s stockholders. The proposed Settlement, as set forth fully in the Stipulation, provides, inter alia, that Integral make additional disclosures to shareholders, which Integral did prior to the shareholder vote, for the release of Claims against the defendants and others, and Integral (or any successor entity) will cause to be paid to Plaintiffs’ counsel the sum of up to $625,000, as ordered by the Court, in full settlement of Plaintiffs’ claim for attorneys’ fees and expenses.
In an order dated October 6, 2011, the Court, for purposes of effectuating the proposed settlement only, preliminarily certified the Consolidated Action (including its constituent actions) as a class action, on behalf of a non-opt-out class consisting of all common stockholders of Integral at any time during the period from July 16, 2010 to July 27, 2011, including the legal representatives, heirs, successors in interest, transferees or assigns of all such holders, immediate or remote, in each case solely in their capacities as holders of Integral common stock. As set forth above, the Court has scheduled a Final Approval Hearing, which will be held on December 19, 2011, at 9:00 a.m., in the Anne Arundel County Circuit Court, 7 Church Circle, Annapolis, Maryland 21401, to determine whether to approve the Settlement, certify the class, and award the requested award of attorneys’ fees and expenses.
Additional information is contained in the Notice of Pendency of Derivative and Class Action, Proposed Settlement, Final Approval Hearing and Right to Appear which you may obtain by visiting the website: www.IntegralShareholdersSettlement.com or contacting Lead Counsel:
Levi & Korsinsky LLP
Donald J. Enright
1101 30th Street, NW
Washington, DC 20007
Any objection to the proposed Settlement or an award of attorneys’ fees and expenses to Plaintiffs’ Counsel must be filed with the Court and delivered to Lead Counsel no later than December 9, 2011 at the addresses provided above, and in the manner and form set forth in the Notice.
PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE
REGARDING THIS NOTICE.
DATED: November 4, 2011
BY ORDER OF THE CIRCUIT COURT
HOWARD COUNTY, MARYLAND
SOURCE Levi & Korsinsky LLP