Case No. 07-CV-2536 PSG (PLAx)
You or someone in your family may have purchased the publicly traded securities of Amgen during the period from April 22, 2004, through and including May 10, 2007.
The Court directed that the Settlement Notice be sent to potential Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and to understand how the Settlement of this Action may affect their legal rights, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, the Claims Administrator appointed by the Court will make the payments provided for in the Settlement.
The Settlement Notice explains the lawsuit, the Settlement, Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.Back To Top
In a class action, one or more people called plaintiffs sue on behalf of people who have similar claims. The Court must certify the action to proceed as a class action and appoint the “class representatives.” All of the individuals and entities on whose behalf the class representatives are suing are known as “class members.” Bringing a case as a class action allows the adjudication of many similar claims that might be economically too small to bring individually. One court resolves the issues in the case for all class members, except for those who choose to exclude themselves from the class. In this Action, the Court has appointed Connecticut Retirement Plans and Trust Funds to serve as the Class Representative and has appointed Labaton Sucharow LLP to serve as Class Counsel.Back To Top
The Court did not finally decide in favor of Class Representative or Defendants. Instead, both sides agreed to a settlement. Class Representative agreed to the Settlement because of the certain, substantial, and immediate monetary benefit it will provide to the Class, compared to the risk that a lesser or no recovery might be achieved after a contested trial and likely appeals, possibly years into the future. For example, Defendants have raised a number of arguments and defenses that Class Representative would not be able to establish that Defendants acted with the requisite fraudulent intent. Also, even assuming Class Representative could establish liability, Defendants maintained that any potential investment losses suffered by Class Representative and Class Members were caused by known risks or external, independent factors, or company-specific factors unrelated to Defendants’ alleged violations of the federal securities laws, rather than such alleged misconduct. In the absence of a Settlement, the Parties would present factual and expert testimony on each of these issues, and there is considerable risk that the Court or jury would resolve these issues unfavorably against Class Representative and the Class. In light of the amount of the Settlement and the guaranteed recovery to the Class, Class Representative and Class Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class.
Defendants have denied and continue to deny each and every one of the claims alleged by Class Representative in the Action. Defendants have taken into account the burden, expense, uncertainty, distraction, and risks inherent in any litigation, and have concluded that it is desirable that the Action be fully and finally settled upon the terms and conditions set forth in the Stipulation.Back To Top
Excluded from the Class are: (a) Defendants; (b) former Defendants; (c) the affiliates and subsidiaries of the Company, including the Company’s employee retirement and benefit plan(s); (d) the officers and directors of the Company and its subsidiaries and affiliates at all relevant times; (e) members of the immediate family of any excluded person; (f) the legal representatives, heirs, successors, and assigns of any excluded person; (g) any entity in which any excluded person has or had a controlling interest; and (h) any person or entity that submitted a timely and valid request for exclusion pursuant to the Class Notice approved by the Court on April 20, 2015 and that does not opt back into the Class. Also excluded from the Class will be any person or entity that seeks exclusion by timely submitting a valid request for exclusion in accordance with the requirements. Also excluded from the Class will be any person or entity that submitted a valid request for exclusion in accordance with the requirements.
“Officers” of Amgen or its subsidiaries means an individual within high level management who held the title of President, Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer, general counsel, secretary, executive vice president and/or senior vice president.
If one of your mutual funds purchased Amgen securities during the Class Period, that does not make you a Class Member, although your mutual fund may be. You are eligible to be a Class Member if you individually purchased Amgen publicly traded securities during the Class Period. Amgen employees (or former employees) who individually purchased Amgen securities, or had common stock purchased on their behalf by the Amgen Retirement and Savings Plan or the Retirement and Savings Plan for Amgen Manufacturing, Limited, during the Class Period are also individually eligible to be Class Members, with the same rights and obligations as other Class Members (as described in the Settlement Notice), unless they are otherwise excluded by the definition above. Check your investment records or contact your broker to see if you have any eligible purchases.
If you only sold Amgen securities during the Class Period, your sale alone does not make you a Class Member. You are eligible to be a Class Member only if you purchased Amgen securities during the Class Period.
If you are still not sure whether you are included, you can ask for free help. You can call 800-462-2317 for more information. Or you can fill out and return the Claim Form, to see if you qualify.Back To Top
The Settlement provides that, in exchange for the release of the Released Claims and dismissal of the Action, Defendants have agreed to create a $95 million cash fund, which will earn interest, to be distributed after taxes, fees, and expenses, pro rata, to Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Settlement Notice.Back To Top
At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement. Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proof of Claim forms that Class Members send in compared to the amount of your claim, all as calculated under the Plan of Allocation explained in the Settlement Notice.
By following the instructions in the Plan of Allocation, located in the Settlement Notice, you can calculate what is called your Recognized Claim. It is unlikely that you will get a payment for all of your Recognized Claim. After all Class Members have sent in their Proof of Claim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Claim divided by the total of everyone’s Recognized Claim.Back To Top
To be eligible for a payment, you must submit a Proof of Claim, which is enclosed with the Settlement Notice. You may also download a copy of the Proof of Claim form here, Class Counsel’s website at www.labaton.com, or we can mail a copy to you.
Read the instructions carefully, fill out the Proof of Claim form, and include all the documents the form asks for, sign it, and mail or submit it online. The deadline to file a claim for this matter was December 23, 2016. However, you may still file a claim, even if untimely, and your claim will be processed as a late claim. While there can be no assurance, it is possible that the Court will accept late claims that are otherwise eligible.Back To Top
It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Class Members. The Court held a Settlement Hearing on October 25, 2016, and decided to approve the Settlement. However, there might be appeals to this Settlement. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. All Proofs of Claim needed to be submitted by December 23, 2016. Once all the Proofs of Claim are processed and claims are calculated, Class Counsel, without further notice to the Class, will apply to the Court for an order distributing the Net Settlement Fund to Class Members. Please be patient.Back To Top
Unless you excluded yourself, you will stay in the Class, which means that upon the “Effective Date” you will release all “Released Claims” against the “Released Defendant Parties”. For additional information and a definition of these terms, please review the Settlement Notice.Back To Top
The Court-ordered deadline to request exclusion from the Class expired on February 16, 2016.Back To Top
No. If you are a Class Member, unless you excluded yourself, you gave up any rights to sue the Defendants and the other Released Persons for any and all Released Claims. If you have a pending lawsuit against any of the Defendants or any of the other Released Persons, speak to your lawyer in that case immediately. You must have excluded yourself from this Action to continue your own lawsuit.Back To Top
No. If you excluded yourself, you may not send in a Proof of Claim to ask for any money. But, you may sue or be part of a different lawsuit against the Defendants and the other Released Persons.
Please do not call or write the Court or Defendants.Back To Top
The Court-ordered deadline to request to opt-back into the class was October 4, 2016.Back To Top
The Court ordered that the law firm of Labaton Sucharow LLP represent all Class Members, including you. These lawyers are called Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Class Counsel will apply to the Court for an award of attorneys’ fees not to exceed twenty-five percent (25%) of the Settlement Amount and for expenses and costs in an amount not to exceed $7,500,000 in connection with the Action, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. Class Counsel’s request for payment of litigation expenses may include a request for an award to Class Representative for reimbursement of its reasonable costs and expenses directly related to its representation of the Class pursuant to the PSLRA in an amount not to exceed a total amount of $150,000. Such sums as may be approved by the Court will be paid from the Settlement Fund.Back To Top
The deadline to object to the Settlement was October 4, 2016, and has now passed. The Court approved the Settlement.Back To Top
Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Parties. If you exclude yourself, you cannot object to the Settlement because it does not affect you.Back To Top
The Court held a Settlement Hearing at 1:30 p.m., on October 25, 2016,
The Court has entered a judgment approving the Settlement, Attorney Fees and the Plan of Allocation.Back To Top
If you did nothing, you will not receive any money from this Settlement. In addition, unless you excluded yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Parties about the Released Claims in this caseBack To Top
The $95,000,000 Settlement Amount, and any interest it earns, is called the “Settlement Fund.” The Settlement Fund, minus all Taxes, costs, fees and expenses (the Net Settlement Fund), will be distributed according to the Plan of Allocation described below to members of the Class who timely submit valid Proofs of Claim that show a Recognized Loss that are approved for payment by the Court (“Authorized Claimants”). Class Members who do not timely submit valid Proofs of Claim will not share in the Net Settlement Fund, but will otherwise be bound by the terms of the Settlement and what happens in the Action. The Court may approve the Plan of Allocation or modify it without additional notice to the Class.
The objective of the Plan of Allocation explained below is to equitably distribute the Net Settlement Fund to those Class Members who suffered economic losses as a result of the alleged violations of the federal securities laws, as opposed to losses caused by market or industry factors or company-specific factors unrelated to the alleged violations of law. The Plan of Allocation reflects Class Representative’s damages expert’s analysis undertaken to that end, including a review of publicly available information regarding Amgen and statistical analysis of the price movements of Amgen securities and the price performance of relevant market and peer indices during the Class Period.
The Plan of Allocation, however, is not a formal damages analysis and it does not estimate how much Class Members might have been awarded had the case proceeded to trial. The calculations made pursuant to the Plan of Allocation are not intended to estimate the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The calculations pursuant to the Plan of Allocation will be made by the Claims Administrator in order to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund. The Court will be asked to approve the Claims Administrator’s determinations before the Net Settlement Fund is distributed to Authorized Claimants. No distribution to Authorized Claimants who would receive less than $10.00 will be made, given the administrative expenses of processing and mailing such checks.Back To Top
An independent third-party, Fiduciary Counselors, will be filing claims on behalf of the beneficiaries of the Plans. Epiq is not affiliated with Fiduciary Counselors. If you purchased shares of Amgen common stock through one of the Plans, you will not need to file your own claim for shares bought through the Plans.
Please note, this is only for shares bought through the Plans.
If you purchased shares of Amgen securities in any other account, not related to the Plans, you must file your own separate claim for that account in order for those shares to be eligible for any compensation from the Settlement. If you file a separate claim, please make a notation that you also bought through one of the Plans.
If you have questions about the claim that Fiduciary Counselors is filing on behalf of the beneficiaries of the Plans, you may contact them at firstname.lastname@example.org. If you have questions about filing a separate claim, or want any additional information about the Settlement, you may contact the Administrator Epiq at the contact information on the "Contact Us" page of this website.Back To Top