Corgenix Medical Corp. (fka CONX)

[db7]

looking through the filings in more detail now,

"

PROPOSED SETTLEMENT OF LITIGATION



As previously disclosed on page 47 of the proxy statement under the heading “Litigation Related to the Merger,” we are aware of two purported class action complaints that have been filed in connection with the merger. One complaint was filed in the Second Judicial District Court of the State of Nevada on September 4, 2014 — Rauenzhan v. Corgenix, et al., No. CV14-01907. An amended complaint was filed in the Rauenzhan lawsuit on October 14, 2014. One complaint was filed in the First Judicial District Court of the State of Nevada on October 14, 2014 — Bradford, et al. v. Corgenix, et al., No. 14TRT000681B. Counsel for the plaintiffs in the Rauenzhan and Bradford actions agreed to consolidate the actions in the Second Judicial District Court, and the consolidated Second Amended Complaint was filed on November 6, 2014. The consolidated complaint names as defendants us, each member of our board of directors, Buyer and Merger Sub. The consolidated complaint generally alleges that the board of directors breached its fiduciary duties and that we, Buyer, the Merger Sub aided and abetted those purported breaches, in connection with the proposed merger. The consolidated complaint challenges the Merger Consideration as inadequate, and makes a variety of other allegations, including the following:



· given the recent trading price of our Common Stock and potential future growth, the value of our Common Stock is greater than the consideration offered to shareholders in the proposed merger;



· the proposed merger is the result of a flawed process marred by conflicts of interest of our board and senior management;



· the “no solicitation” and termination fee provisions of the Merger Agreement preclude us from soliciting, and otherwise restrict our ability to consider, competing offers; and



· our definitive proxy statement, filed on October 21, 2014 with the SEC, omits and/or misrepresents material information.



The plaintiffs in this case seek an order certifying a proposed class of our shareholders, certifying the plaintiffs as the class representatives, granting injunctive relief against the consummation of the merger, or, if the merger is consummated, rescinding the merger and awarding damages, directing the defendants to account for all damages caused by them and all profits or special benefits obtained by them as a result of their alleged breaches of fiduciary duties and an award of costs, expenses and reasonable attorneys’ fees, and accountants’ and experts’ fees.



On November 19, 2014, the Company entered into a Memorandum of Understanding (“MOU”) with the plaintiffs and certain named defendants with respect to the claims asserted in the lawsuit described above. Pursuant to the MOU, the Company has agreed to provide certain amended disclosures to supplement the proxy statement, all of which are set forth below. In addition, as provided in the MOU, the parties contemplate that plaintiffs’ counsel will seek an award of an agreed upon amount of attorneys’ fees and expenses as part of the settlement, which is subject to court approval. The MOU and settlement will not affect the merger consideration to be paid to the Company’s shareholders in connection with the proposed merger.



"