LOS ALTOS, Calif., Nov 07, 2008 (BUSINESS WIRE) --
Rambus Inc. (Nasdaq:RMBS) today announced the issuance of the following notice of a proposed settlement of the derivative litigation relating to stock option practices pending against Rambus and a number of its present and former officers and directors(1):
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA
IN RE RAMBUS INC. DERIVATIVE LITIGATION
CASE NO.: C-06-3513 JF
NOTICE OF PENDENCY AND SETTLEMENT OF DERIVATIVE ACTIONS
This Document Relates To: All Actions
TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF
RAMBUS INC. ("RAMBUS" OR THE "COMPANY") AS OF OCTOBER 23, 2008
PLEASE TAKE NOTICE that the above-captioned shareholder derivative
action (the "Action"), as well as the action captioned Herbert
Francl, derivatively on behalf of Rambus Inc. v.
PricewaterhouseCoopers, Case No: C-08-1315-JF (HRL) (N.D.
Cal.) (collectively with the Action, the "Actions"), are being
settled. The terms of the proposed settlement of the Actions (the
"Settlement") are set forth in a Stipulation of Settlement dated
as of October 23, 2008 (the "Stipulation"). This notice should be
read in conjunction with, and is qualified in its entirety by
reference to, the text of the Stipulation, which has been filed
with the Court and is available on the Rambus website at http://www.rambus.com,
with the following direct link: http://investor.rambus.com/downloadCenter.
All capitalized terms herein have the same meanings as set forth
in the Stipulation. The terms of the Settlement set forth in the
Stipulation include: (1) the adoption and/or implementation of a
variety of corporate governance measures, including measures that
relate to and address many of the underlying issues in the
Actions, including, but not limited to, officer and director
compensation and stock option granting procedures; (2) that
plaintiffs will not oppose the Motion to Terminate in its amended
form; (3) that all claims that have been released against the
Release Persons (as defined in the Stipulation) shall be
dismissed; (4) that the claims against Non-Settling Defendant Ed
Larsen will not be released and may be pursued by Rambus, with
Rambus being substituted as a plaintiff; (5) ordering that the
right to assert claims derivatively on behalf of Rambus against
Non-Settling Defendant Ed Larsen held by Plaintiffs or any other
Current Rambus Stockholder shall be irrevocably assigned to
Rambus; and (6) Rambus' payment of Plaintiffs' Counsel's attorney
fees and expenses in the amount of $2,000,000.
IF YOU ARE A CURRENT OWNER OF RAMBUS COMMON STOCK, YOUR RIGHTS MAY
BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.
On January 16, 2009, at 9:00 a.m., a hearing (the "Settlement
Hearing") will be held before the United States District Court for
the Northern District of California, San Jose Division, 280 South
First Street, San Jose, CA 95113, fifth floor, courtroom 3, to
determine: (1) whether the terms of the Settlement should be
approved as fair, reasonable and adequate; and (2) whether the
above-entitled action should be dismissed on the merits and with
prejudice as to the Released Persons.
Any shareholder that objects to the Settlement of the Actions shall
have a right to appear and to be heard at the Settlement Hearing,
provided that he, she, or it was a shareholder of record as of
October 23, 2008. Any shareholder of Rambus who satisfies this
requirement may enter an appearance through counsel of such
shareholder's own choosing and at such shareholder's own expense or
may appear on his, her, or its own. However, no shareholder of
Rambus shall be heard at the Settlement Hearing unless no later than
21 days prior to the date of the Settlement Hearing, such
shareholder has filed with the Court and delivered to Plaintiffs'
Counsel and Counsel for Rambus a written notice of objection, the
grounds for opposing the Settlement, and proof of both the
shareholder's status as a Rambus shareholder and the dates of stock
ownership in Rambus. Only shareholders who have filed and delivered
valid and timely written notices of objection will be entitled to be
heard at the Settlement Hearing, unless the Court orders otherwise.
If you wish to object to the Settlement, you must file with the
Court a written objection setting for the grounds for such an
objection on or before January 2, 2009, with service of a copy of
such filing on the following counsel:
Lead Counsel for Plaintiffs:
Eric L. Zagar
Robin Winchester
SCHIFFRIN BARROWAY TOPAZ
& KESSLER, LLP
280 King of Prussia Road
Radnor, PA 19087
Jeffrey D. Light
COUGHLIN STOIA GELLER
RUDMAN & ROBBINS LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Counsel for Rambus:
Ignacio E. Salceda
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Inquiries may be made to Plaintiffs' Counsel: Robin Winchester,
Schiffrin Barroway Topaz & Kessler, LLP, 280 King of Prussia Road,
Radnor, PA 19087, (610) 667-7706 or to Jeffrey D. Light, Coughlin
Stoia Geller Rudman & Robbins LLP, 655 West Broadway, Suite 1900,
San Diego, CA 92101, (619) 231-1058.
BY ORDER OF THE COURT UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA, SAN JOSE DIVISION
DATED __________,
2008
(1) Rambus accrued the expenses related to this proposed settlement during the quarter ended June 30, 2008.
RMBSLN
SOURCE: Rambus Inc.
Rambus Public Relations
Linda Ashmore, 650-947-5411 (Press)
lashmore@rambus.com
Copyright Business Wire 2008
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