UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF PENNSYLVANIA DOUGLAS S. CHABOT, et al., Individually and on Behalf of All Others Similarly Situated, Plaintiffs, vs. WALGREENS BOOTS ALLIANCE, INC., et al., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) Civ. Action No. 1:18-cv-02118-JPW CLASS ACTION FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 1 of 12 - 1 - This matter came before the Court for hearing pursuant to the Order of this Court, dated October 23, 2023, on the application of the Settling Parties for approval of the Settlement set forth in the Stipulation of Settlement dated October 18, 2023 (the “Stipulation”). Due and adequate notice having been given to the Class as required in the Order, the Court having considered all papers filed and proceedings held herein and otherwise being fully informed of the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: 1. This Judgment incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise stated herein. 2. This Court has jurisdiction over the subject matter of the Action and over all parties to the Action, including all members of the Class. 3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement set forth in the Stipulation and finds that: (a) the Stipulation and the Settlement contained therein are, in all respects, fair, reasonable, and adequate; (b) there was no collusion in connection with the Stipulation; (c) the Stipulation was the product of informed, arm’s-length negotiations among competent, able counsel; and Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 2 of 12 - 2 - (d) the record is sufficiently developed and complete to have enabled Plaintiffs and Defendants to have adequately evaluated and considered their positions. 4. Accordingly, the Court authorizes and directs implementation and performance of all the terms and provisions of the Stipulation, as well as the terms and provisions hereof. Except as to any individual claim of those Persons who have validly and timely requested exclusion from the Class pursuant to the Class Notice (identified in Exhibit 1 hereto), the Action and all claims contained therein are dismissed with prejudice as to the Plaintiffs and the other Class Members, and as against each and all of the Released Defendant Parties. The Settling Parties are to bear their own costs except as otherwise provided in the Stipulation. 5. No Person shall have any claim against the Plaintiffs, the Class, Plaintiffs’ Counsel, Released Defendant Parties, Defendants’ Counsel, or the Claims Administrator based on distributions made substantially in accordance with the Settlement, the Stipulation and the Plan of Allocation, or otherwise as further ordered by the Court. 6. Upon the Effective Date, Plaintiffs and each of the Class Members (who have not validly opted out of the Class), on behalf of themselves, and their respective former and present officers, directors, employees, agents, affiliates, parents, subsidiaries, insurers, reinsurers, heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 3 of 12 - 3 - operation of law and of this Judgment shall have, fully, finally, and forever released, relinquished, waived, and discharged any or all of the Released Plaintiffs’ Claims, including, without limitation, Unknown Claims, against Defendants and the other Released Defendant Parties, whether or not such Class Members execute and deliver a Proof of Claim, and shall be permanently barred and enjoined from the institution, maintenance, prosecution, or enforcement of any and all Released Plaintiffs’ Claims, including, without limitation, Unknown Claims, against Defendants and the other Released Defendant Parties, in any state or federal court or arbitral forum, or in the court of any foreign jurisdiction. Claims to enforce the terms of the Stipulation are not released. 7. Upon the Effective Date, each of the Released Defendant Parties, on behalf of themselves, and their respective former and present officers, directors, employees, agents, affiliates, parents, subsidiaries, insurers, reinsurers, heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged any or all of the Released Defendants’ Claims, including, without limitation, Unknown Claims, against the Released Plaintiff Parties, including Plaintiffs’ Counsel, and shall be permanently barred and enjoined from the institution, maintenance, prosecution, or enforcement of any and all Released Defendants’ Claims, including, without limitation, Unknown Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 4 of 12 - 4 - Claims, against Plaintiffs and the other Released Plaintiff Parties, in any state or federal court or arbitral forum, or in the court of any foreign jurisdiction. Claims to enforce the terms of the Stipulation are not released. 8. The distribution of the Notice and publication of the Summary Notice as provided for in the Preliminary Approval Order constituted the best notice practicable under the circumstances, including individual notice to Class Members who could be identified through reasonable effort. The notice provided was the best notice practicable under the circumstances of those proceedings and of the matters set forth therein, including the proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process and any other applicable law, including the Private Securities Litigation Reform Act of 1995. No Class Member is relieved from the terms of the Settlement, including the releases provided for therein, based upon the contention or proof that such Class Member failed to receive actual or adequate notice. A full opportunity has been offered to the Class Members to object to the proposed Settlement and to participate in the hearing thereon. The Court further finds that the notice provisions of the Class Action Fairness Act, 28 U.S.C. §1715, were fully discharged and that the statutory waiting period has elapsed. Thus, it is hereby determined that all members of the Class are bound by this Judgment, except those persons listed on Exhibit 1 to this Judgment. Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 5 of 12 - 5 - 9. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding any attorneys’ fee and expense application shall in no way disturb or affect this Judgment and shall be considered separate from this Judgment. Any order or proceeding relating to the Plan of Allocation or any order entered regarding any attorneys’ fee and expense application, or any appeal from any order relating thereto or reversal or modification thereof, shall not affect or delay the finality of the Final Judgment in this Action. 10. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, (a) shall be offered against any of the Released Defendant Parties as evidence of, or construed as, or deemed to be evidence of any presumption, concession, or admission by any of the Released Defendant Parties with respect to the truth of any allegation by Plaintiffs or the validity of any claim that was or could have been asserted or the deficiency of any defense that has been or could have been asserted in this Action or in any other litigation, or of any liability, negligence, fault, or other wrongdoing of any kind of any of the Released Defendant Parties or in any way referred to for any other reason as against any of the Released Defendant Parties, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; or (b) shall be offered against any of the Released Plaintiff Parties as evidence of, or construed as, or deemed to be evidence of Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 6 of 12 - 6 - any presumption, concession, or admission by any of the Released Plaintiff Parties that any of their claims are without merit, that any of the Released Defendant Parties had meritorious defenses, or that damages recoverable under the Complaint would not have exceeded the Settlement Amount or with respect to any liability, negligence, fault, or wrongdoing of any kind, or in any way referred to for any other reason as against any of the Released Plaintiff Parties, in any arbitration proceeding or other civil, criminal, or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; or (c) shall be construed against any of the Released Parties as an admission, concession, or presumption that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial; provided, however, that, notwithstanding the foregoing, if the Stipulation is approved by the Court, the Parties and the Released Parties and their respective counsel may file or refer to it to effectuate the protections from liability granted hereunder or otherwise to enforce the terms of the Settlement; provided, however, that, notwithstanding the foregoing, the Released Defendant Parties may file the Stipulation and/or this Judgment in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 7 of 12 - 7 - 11. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) payment of the Settlement Amount by Defendants in accordance with the Stipulation; (b) implementation of the Settlement and any award or distribution of the Settlement Fund, including interest earned thereon; (c) disposition of the Settlement Fund; (d) hearing and determining applications for attorneys’ fees and expenses in the Action; and (e) all parties hereto for the purpose of construing, enforcing, and administering the Settlement. 12. The Court finds that during the course of the Action, Plaintiffs, Plaintiffs’ Counsel, Defendants, and Defendants’ Counsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil Procedure. 13. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement Fund, or any portion thereof, is returned to the Defendants or their insurers, then this Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated; and in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and in accordance with the Stipulation. 14. The Released Parties shall bear their own costs and expenses except as otherwise provided in the Stipulation or in this Judgment. Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 8 of 12 - 8
