Drum roll...and there's the class action, check new filings
PROPOSED SETTLEMENT OF LITIGATION
As previously disclosed on page 107 of the proxy statement/prospectus under the heading “Litigation Relating to the Merger,” Medistem, members of Medistem’s board of directors, Intrexon and Merger Sub (collectively, “Defendants”) are named as defendants in putative class action lawsuits related to the merger. Two suits have been filed in the Eighth Judicial District Court in Clark County, Nevada: Plaintiff Scott Iden (“Iden”) filed Scott Iden v. Medistem Inc., et al. , No . A-13-693813-B (the “Iden Action”), (filed December 31, 2013 and amended February 11, 2014); and plaintiff Billy D. Parent (“Parent” and together with Iden, “Plaintiffs”) filed Parent v. Medistem, Inc., et al. , No. A-14-696026-C (Dept. 31) (the “Parent Action”) (filed February 11, 2014). Several related cases against Medistem have been filed in the Superior Court for the County of San Diego, California: in the Superior Court for the County of San Diego, California, captioned as Bachand v. Medistem Inc., et al. , No. 37-2013-00081729-CU-SL-CTL (filed December 31, 2013); Parent v. Medistem Inc., et al. , No. 37-2014-00083393-CU-SL-CTL (filed January 14, 2014); and Raymond v. Medistem Inc., et al. , No. 37-2014-00083495-CU-SL-CTL (filed January 15, 2014) (collectively, the “California Actions”).
On February 18, 2014, the Business Court of Clark County, Nevada (the “Court”) granted the joint Stipulation for Consolidation and Appointment of Co-Lead Counsel and Liaison Counsel filed by the Plaintiffs and Defendants, thereby consolidating the Iden Action and the Parent Action into the case, captioned In re Medistem Inc. Stockholder Litigation , Case No. A-13-693813-B (the “Action”). The complaint (the “Consolidated Complaint”) in the Action claims that Medistem’s Board of Directors breached their fiduciary duties to Medistem by agreeing to the merger through an allegedly unfair process and for an allegedly unfair price; that Intrexon and Merger Sub aided and abetted such alleged breaches of fiduciary duty; and that the proxy statement/prospectus allegedly lacked material information necessary for Medistem’s stockholders to make an informed decision on whether to vote for or against the merger.
