NASHVILLE, Tenn.--(BUSINESS WIRE)--The following statement is being issued by Robbins Geller Rudman & Dowd LLP regarding the HCA Holdings, Inc. Securities Litigation:
UNITED STATES DISTRICT COURT MIDDLE DISTRICT
OF TENNESSEE NASHVILLE
DIVISION
|
KARSTEN SCHUH, Individually and on Behalf of All Others Similarly
Situated,
Plaintiff, vs. HCA HOLDINGS, INC., et al., Defendants. |
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) ) ) ) ) |
Civil Action No. 3:11-cv-01033 (Consolidated) Chief District Judge Kevin H. Sharp Magistrate Judge Barbara D. Holmes |
TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF HCA HOLDINGS, INC. (“HCA”) ON OR BEFORE OCTOBER 28, 2011, TRACEABLE TO THE REGISTRATION STATEMENT AND PROSPECTUS UTILIZED IN CONNECTION WITH HCA’S MARCH 9, 2011 INITIAL PUBLIC OFFERING
PLEASE READ THIS ENTIRE NOTICE CAREFULLY. YOU MAY BE A MEMBER OF THE CLASS DESCRIBED HEREIN. AS SUCH, YOUR RIGHTS MAY BE AFFECTED BY A PENDING LAWSUIT.
This is an important legal notice sent to you by order of the United States District Court for the Middle District of Tennessee, Nashville Division (referred to as the “District Court”). This Notice is sent to inform you: (1) that this action is pending before the Honorable Judge Kevin H. Sharp; (2) that the District Court has determined that this action may proceed as a class action; (3) how this action may affect your legal rights; and (4) the steps you may take in relation to the action. This Notice is not an expression by the District Court of any opinion regarding the merits of any of the claims or defenses asserted by the parties.
1. What Is This Notice And Why Is It Important?
The District Court has certified this lawsuit as a class action. A class action is a lawsuit in which one or more individual(s) and/or entity(ies) sue an individual(s) and/or other entity on behalf of all other people and/or entities who are allegedly in a similar position. Collectively, the people and/or entities bringing the lawsuit are referred to as a “Class” and individually as “Class Members.” In a class action, the court proceeding resolves certain issues, legal claims and/or defenses for all Class Members in one lawsuit, except for those who ask to be excluded from the Class (as discussed below). If you purchased or otherwise acquired HCA common stock traceable to the Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 Initial Public Offering (“IPO”) and did so on or before October 28, 2011, you may be a Class Member, and if so, this lawsuit will affect your legal rights. Please read this entire Notice carefully.
2. What Is This Lawsuit About?
On October 28, 2011, an action entitled Karsten Schuh v. HCA Holdings, Inc., et al., Case No. 3:11-cv-01033 was filed in the District Court. The District Court approved a Lead Plaintiff and certified that Lead Plaintiff as the Class Representative. The Lead Plaintiff and Class Representative, New England Teamsters & Trucking Industry Pension Fund, alleges in its Consolidated Complaint for Violation of the Federal Securities Laws, filed on July 13, 2012, that HCA, Hercules Holding II, LLC, the Director Defendants,1 and the Underwriter Defendants2 (collectively, “Defendants”) are liable for alleged misstatements and omissions of material facts that it contends were required to be disclosed in HCA’s Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 IPO.
Defendants moved to dismiss Lead Plaintiff’s Consolidated Complaint, and the District Court granted, in part, and denied, in part, that motion on May 28, 2013. The remaining issue in this action is whether or not the Registration Statement and Prospectus for HCA’s March 9, 2011 IPO should have disclosed, but did not disclose, certain alleged facts (including trends in portions of HCA’s business). Defendants deny all of the allegations asserted in the action, including that the Registration Statement and Prospectus was false or misleading in any way, and deny any liability whatsoever to any members of the Class.
The District Court has not ruled on the merits of Lead Plaintiff’s claims or Defendants’ defenses. The litigation remains ongoing. Please note that this Notice does not describe all claims and defenses asserted by the parties. The section entitled “How Do I Find Out More About This Lawsuit?” describes the process by which you can obtain additional information.
If you purchased or otherwise acquired HCA common stock on or before October 28, 2011, traceable to the Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 IPO, you may be a Class Member, and if so, this lawsuit will affect your legal rights to sue Defendants now and in the future. Please read this entire Notice carefully to decide what to do.
On September 22, 2014, the District Court certified claims in this lawsuit for class action treatment to be pursued by Lead Plaintiff and Class Representative on behalf of HCA shareholders who acquired HCA common stock on or before October 28, 2011, traceable to the Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 IPO. The District Court’s order certifying the Class does not guarantee that Class Members will receive money or benefits; that will be decided later in the lawsuit. In certifying this case as a class action, the District Court made no decision as to the merits of Lead Plaintiff’s or the Class’ claims or Defendants’ defenses.
Please note that the District Court’s order certifying the Class may later be changed after the parties exchange evidence and the District Court rules on various legal matters. Unless the District Court rescinds its order certifying the Class, all orders of this District Court, whether favorable or not to the Class, will be binding on any Class Members who do not opt out or exclude themselves. This includes any judgments entered by the District Court, whether or not favorable to the Class, which will be binding on all Class Members who do not exclude themselves.
3. How Do I Know If I Am A Class Member?
According to the District Court’s order, you are a Class Member if you fit this description:
All persons who acquired the common stock of HCA Holdings, Inc. on or before October 28, 2011, traceable to the Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 initial public offering. Excluded from the Class are Defendants and their families, the officers and Directors of HCA at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest.
If you are a Class Member, you must decide to either stay in this lawsuit or exclude yourself, as described below. You may enter an appearance through your own attorney at your own expense if you so desire. If you are a legal representative for a deceased’s estate or an individual who is no longer in charge of his or her own financial matters, and you believe they fall within this definition, read this Notice carefully to decide what steps to take on their behalf.
4. If I Am A Class Member, What Are My Options?
If you are a Class Member, you have a right to stay in the case as a Class Member or be excluded from the lawsuit. You have to decide this very soon.
Option 1. Do Nothing. Stay In The Lawsuit.
You have the right to stay in the lawsuit as a Class Member and await the outcome of the case. You need to do nothing if you wish to remain in this lawsuit. It will cost you nothing. If you decide to stay in the lawsuit as a Class Member, you will be bound by all orders, judgments and decisions of the District Court whether favorable or unfavorable to you or the Class. At the end of the case, you may receive money or other benefits as may be awarded as a result of a trial or settlement reached between Lead Plaintiff and Defendants, or you may receive nothing. You do not need to do anything to keep open the possibility of getting money or benefits from the lawsuit.
If you stay in the case, Lead Plaintiff will pursue the claims and remedies on your behalf. There is no guarantee that Lead Plaintiff will be successful with its claims and/or win the lawsuit at trial or before. If the Class is awarded money or benefits, you will be notified about how to make a claim for your share, if any.
The District Court has appointed Lead Plaintiff New England Teamsters & Trucking Industry Pension Fund to be Class Representative and provide evidence on behalf of you and other Class Members. The District Court has also appointed the following lawyers and law firms as Class Counsel for those Class Members who stay in the lawsuit:
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Darren J. Robbins |
Douglas S. Johnston, Jr. |
These lawyers are experienced in handling complex lawsuits on behalf of large classes of individuals. More information is available about Class Counsel on the websites listed above.
In the event that Lead Plaintiff is successful through trial or settlement, Class Counsel will seek attorneys’ fees and expenses. You will not be personally responsible for any fees, costs or expenses of Class Counsel relating to the prosecution of this lawsuit.
Please keep in mind that if you do nothing now and stay in the lawsuit, you will give up your rights to sue Defendants separately in another lawsuit regarding legal claims that are, or could have been, part of this lawsuit (described below), and your rights to recover in other lawsuits involving Defendants may be impacted. You also may forego your right to pursue claims based on alternative legal theories in favor of the theories being pursued in this case. You waive your right to bring a separate lawsuit if you do not exclude yourself from this case. If you stay in the case, you will be legally bound by all of the orders that the District Court issues in this case, including final judgment.
Option 2. Exclude Yourself From The Lawsuit.
Alternatively, you have the right to not be part of this lawsuit by excluding yourself or “opting out” of the Class. If you wish to exclude yourself, you must do so on or before December 7, 2015 as described below. If you exclude yourself from the Class, you give up your right to receive any money or other benefits awarded in this case, and you will not be bound by any judgments or other orders of the District Court whether favorable or unfavorable to you and/or the Class. However, you will keep your rights, if any, to sue Defendants separately in another lawsuit and bring the same legal claims that are part of this lawsuit. If you wish to pursue this right, you will need to exclude yourself and hire and pay your own lawyer. You will also need to bring evidence to prove your own claims. If you choose this option, you should talk to a lawyer soon because your claims may be subject to a statute of limitations which sets a deadline for filing the lawsuit within a certain period of time.
5. How Do I Exclude Myself From The Class?
To exclude yourself from this lawsuit and/or preserve your right to bring a separate case, you must make a request to be excluded in writing and mail it to:
HCA Holdings, Inc. Securities Litigation
c/o Gilardi & Co. LLC
PO
Box 990
Corte Madera, CA 94976-0990
All requests for exclusion must be postmarked on or before December 7, 2015.
Your request for exclusion must contain:
1. The name of the lawsuit (Karsten Schuh v. HCA Holdings, Inc., et al.);
2.
Your full name;
3. Your current address;
4. A clear statement
that you wish to be excluded such as: “I request exclusion from the
Class”;
5. The number of HCA common shares you purchased or
otherwise acquired on or before October 28, 2011, traceable to the
Registration Statement and Prospectus utilized in connection with HCA’s
March 9, 2011 IPO; and
6. Your signature.
Class Counsel will file your request for exclusion with the District Court. If you are signing on behalf of a Class Member (such as an estate or incompetent person), as a legal representative please include your full name and the basis for your authority.
IF YOU DO NOT EXCLUDE YOURSELF BY THE DEADLINE ABOVE, YOU WILL REMAIN PART OF THE CLASS AND BE BOUND BY THE ORDERS OF THE DISTRICT COURT IN THIS LAWSUIT, INCLUDING FINAL JUDGMENT, WHETHER OR NOT IT IS FAVORABLE TO LEAD PLAINTIFF AND YOU.
6. How Do I Find Out More About This Lawsuit?
If you have any questions about the lawsuit or any matter raised in this Notice, please contact Gilardi & Co. LLC at www.hcaholdingssecuritieslitigation.com or toll free at 1 (844) 535-0118. You may also contact Class Counsel at their websites, listed above.
Complete copies of the documents filed in this lawsuit may be examined and copied at any time during regular office hours at the Clerk of the Court, United States District Court for the Middle District of Tennessee, Nashville Division, located at 801 Broadway, Nashville, Tennessee or for a fee at www.pacer.gov.
PLEASE DO NOT TELEPHONE OR CONTACT THE COURT OR THE
CLERK OF THE
COURT REGARDING THIS NOTICE.
| DATED: September 23, 2015 | BY ORDER OF THE UNITED STATES | ||||||
| DISTRICT COURT FOR THE MIDDLE | |||||||
| DISTRICT OF TENNESSEE |
1 The Director Defendants are Richard M. Bracken, R. Milton Johnson, Christopher J. Birosak, John P. Connaughton, James D. Forbes, Kenneth W. Freeman, Thomas F. Frist, III, William R. Frist, Christopher R. Gordon, Michael W. Michelson, James C. Momtazee, Stephen G. Pagliuca, and Nathan C. Thorne.
2 The Underwriter Defendants are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co., LLC (formerly known as Morgan Stanley & Co. Incorporated), Wells Fargo Securities, LLC, Avondale Partners, LLC, CRT Capital Group LLC, B. Riley & Company, LLC (formerly known as Caris & Company, Inc.), CastleOak Securities, L.P., Cowen and Company, LLC, Credit Agricole Securities (USA) Inc., Gleacher & Company Securities, Inc., Lazard Capital Markets LLC, Leerink Partners LLC (formerly known as Leerink Swann LLC), Loop Capital Markets L.L.C., Mizuho Securities USA Inc., Morgan Keegan & Company, Inc., Muriel Siebert & Co., Inc., Oppenheimer & Co. Inc., RBC Capital Markets, LLC, RBS Securities Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated, SMBC Nikko Capital Markets Limited, Samuel A. Ramirez & Company, Inc., Sanford C. Bernstein & Co., LLC, SunTrust Robinson Humphrey, Inc., Susquehanna Financial Group, LLLP, and The Williams Capital Group, L.P.