You or someone in your family may have acquired Osiris Therapeutics, Inc. shares between May 12, 2014, and November 16, 2015, inclusive (“Class Period”), through purchase of such shares or a dividend reinvestment in Osiris.
The Court directed that the Notice be sent to Class Members because they have a right to know about the proposed Settlement of this class action lawsuit and about all of their options before the Court decides whether to approve the Settlement. If the Court approves the Settlement and after objections and appeals—if any—are resolved, the Settlement Administrator appointed by the Court will make the payments provided for in the Settlement.
A copy of the Notice is available for review here.Back To Top
This case is known as Nallagonda v. Osiris Therapeutics, Inc., Case No. 1:15-cv-03562-PX (the “Litigation”). The United States District Court for the District of Maryland is in charge of the Action, and the case is currently assigned to the Honorable Judge Paula Xinis.
This case was brought as a class action alleging that Defendants made false and misleading statements and omissions regarding the revenue and revenue recognition practices at Osiris during the period between May 12, 2014, and November 16, 2015. The Lead Plaintiff alleges that Defendants made materially false statements, and deceptively omitted material facts, as a consequence of Defendants’ alleged efforts to artificially inflate the Company’s reported revenues and mislead Osiris’s shareholders and the public as to Osiris’s revenue and revenue growth. With the exception of the Jacoby Plea, Defendants deny that they did anything wrong and that the Lead Plaintiffs or anyone else may recover alleged damages from any Defendant.Back To Top
In a class action, an investor called a class representative (in this case, the Court-appointed Lead Plaintiff, Raffy Mirzayan) sues on behalf of people who have similar claims. All these people are called a Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. Judge Paula Xinis of the District of Maryland, in Greenbelt, Maryland, is in charge of this Class Action. Judge Xinis has been asked to certify the Class in this case for settlement purposes.
The Class is defined as:
“All persons other than Defendants who purchased or otherwise acquired Osiris securities between May 12, 2014 and November 16, 2015.”
Notices of the proposed Settlement were mailed to Class Members and the deadline to be excluded from the Class is December 3, 2018.Back To Top
The Court did not decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a Settlement. The Lead Plaintiff and his attorneys think the Settlement is best for all Class Members.
With the exception of the Jacoby Plea, Defendants have denied and continue to deny each and all of the claims and contentions alleged in the Class Action, and Defendants expressly have denied and continue to deny that they have committed, threatened to commit, aided and abetted in the commission of, or controlled any person or entity with respect to any violations of law or breaches of duty or wrongful acts alleged, or that could have been alleged, in the Class Action, and Defendants expressly maintain that they diligently and scrupulously complied at all times with any and all fiduciary and other legal duties.
Lead Counsel and counsel for Osiris engaged in months of mediation and negotiation to reach a proposed Settlement. The mediation involved a third-party mediator with significant experience in Litigation of this type.Back To Top
The Class includes those who purchased or acquired Osiris shares between May 12, 2014 and November 16, 2015.Back To Top
Yes. You are not a Member of a Class if you are a Defendant, a member of the immediate family of one of the Individual Defendants, a current or former director or officer of Osiris, or a legal representative, heir, successor, or assign of any excluded party, or if you timely meet the requirements for opting out of the Class. You are also excluded from the Class if you timely and validly requested exclusion, have arbitrated to final judgment any of the Released Claims, have previously settled any of the Released Claims, or the Settling Parties have agreed to allow you to be excluded from the Class.
If you sold Osiris shares between May 12, 2014 and November 16, 2015, that alone does not make you a Class Member. You are a Class Member only if you acquired Osiris shares between May 12, 2014 and November 16, 2015 (including acquisitions through dividend reinvestments).
If you are still not sure whether you are included, you can ask for free help. You can contact the Settlement Administrator toll-free at 1-888-453-9016, via email at info@OsirisSecuritiesSettlement.com, or at P.O. Box 4129, Portland, OR 97208-4129, for more information. You may also fill out and return the Proof of Claim form to see if you qualify.Back To Top
Osiris has agreed to pay $18.5 million in cash. The balance of this fund after payment of Court-approved attorneys’ fees and expenses and the costs of the Litigation and the costs of Settlement administration, including the costs of printing and mailing the Notice (the “Net Settlement Fund”) will be divided among all eligible Class Members.Back To Top
Your share of the Net Settlement Fund will depend on several factors, including:
The Settlement Administrator will determine each Class Member’s pro rata share of the Net Settlement Fund based upon each Class Member’s valid “Recognized Loss.” The Recognized Loss formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Class Members with valid claims (“Authorized Claimants”). The Recognized Loss formula is not intended to be an estimate of the amount that a Class Member might have been able to recover after a trial; it also is not an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. You can calculate your Recognized Loss by following the instructions in the Plan of Allocation on pages 8-11 of the Notice.
It is unlikely that you will get a payment for all of your Recognized Loss. After all Class Members have sent in their Proof of Claim and Release forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses.Back To Top
To qualify for a payment, you must submit a Proof of Claim and Release form, which is enclosed with the Notice and may also be downloaded here. Read the instructions carefully, fill out the form completely, include all the documents that the form asks for, sign it, and mail it postmarked no later than January 30, 2019.Back To Top
The Court will hold a hearing on February 4, 2019 at 10:00 a.m., to decide whether to approve the Settlement. If Judge Xinis approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps several years. Please be patient.Back To Top
The Court appointed Hagens Berman Sobol Shapiro LLP to represent you and other Class Members. These lawyers are called Lead Counsel. The Court also appointed Hirschler Fleischer, PC as Liaison Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
The attorneys’ fees and expenses requested will be the only payment to Lead Counsel and Liaison Counsel for their efforts in achieving this settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Lead Counsel has not been paid for their services in conducting this litigation on behalf of the Lead Plaintiff and the Class, nor for their out-of-pocket expenses. The fee requested will compensate Lead Counsel for their work in achieving the Settlement Fund and is well within the customary range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may award less than this amount. Lead Counsel will file papers in support of their fee request on or before November 19, 2018 and post copies of such papers on the firm’s website (www.hbsslaw.com).
Lead Counsel and Liaison Counsel will ask the Court for attorneys’ fees of 25% of the Settlement Fund. They will ask the Court to reimburse them for their out of pocket costs of no more than $250,000, and an award to Lead Plaintiff not to exceed $4,000.Back To Top
To exclude yourself from the Class, you must send a letter by mail stating that you want to be excluded from Nallagonda v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-03562-PX (U.S.D.C. D. Md.). You must include your name, address, telephone number, the number of shares of Osiris common stock and call options purchased, and/or the number of put options sold between May 12, 2014 and November 16, 2015, inclusive, if any, and the dates of such purchases and sales. You must mail your exclusion request so that it is postmarked no later than December 3, 2018 to:
Osiris Securities Settlement
P.O. Box 4129
Portland, OR 97208-4129
You cannot exclude yourself on this website, by phone or by email. If you ask to be excluded, you are not eligible to get any Settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit.Back To Top
No. Unless you exclude yourself from the Settlement Class, you give up any rights to sue the Defendants and the other Released Parties for the Settlement Class Claims. If you have a pending lawsuit against the Defendants or other Released Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Action to continue your own lawsuit.
Remember, the exclusion deadline is December 3, 2018.Back To Top
No. If you exclude yourself, you may not send in a Proof of Claim and Release form to ask for any money.Back To Top
If you are a Class Member, you can object to the Settlement if you do not like any part of it, including the Plan of Allocation and the request for attorneys’ fees. You can state the reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the Settlement in Nallagonda v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-03562-PX. Be sure to include your name, address, telephone number, your signature, the number of Osiris shares acquired between May 12, 2014 and November 16, 2015, and the reasons you object. Any objection must be mailed or delivered to each of the following, such that it is postmarked no later than December 3, 2018:
|Court||Counsel for Lead Plaintiff||Counsel for Osiris|
|Clerk of the Court
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
United States Courthouse
101 West Lombard Street
Baltimore, MD 21201
HAGENS BERMAN SOBOL & SHAPIRO LLP
715 Hearst Avenue
Berkeley, CA 94710
Hogan Lovells US LLP
100 International Drive
Baltimore, MD 21202
You can object only if you are a member of the certified Class and have not previously requested to be excluded.Back To Top
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class and do not want to seek a payment from the Settlement Fund. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
The Court will hold a fairness hearing at 10:00 a.m., on February 4, 2019, at the United States Courthouse, 6500 Cherrywood Lane, Suite 400, Greenbelt, MD. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. Judge Paula Xinis will listen to people who have asked to speak at the hearing. The Court will also consider how much to pay to Lead Counsel and Liaison Counsel. The Court may decide these issues at the hearing or take them under consideration. We do not know how long these decisions will take.
At or after the Settlement Hearing, the Court will decide whether to approve the Settlement and whether, and if so how much, to make awards to Lead Counsel and to the Plaintiff. We do not know how long these decisions will take.
Please note that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. Please check this website for updates.Back To Top
No. Lead Counsel will answer questions Judge Xinis may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.Back To Top
You may ask the Court for permission to speak at the fairness hearing. To do so, you must send a letter saying that it is your intention to appear in Nallagonda v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-03562-PX. Be sure to include your name, address, telephone number, your signature, and the number and type of Osiris shares acquired between May 12, 2014, and November 16, 2015. Your notice of intention to appear must be postmarked no later than December 3, 2018, and be sent to the Clerk of the Court, Lead Counsel, and Defendants’ counsel, at the three addresses listed in FAQ 17. You cannot speak at the hearing if you have excluded yourself from the certified class of which you would have been a member.Back To Top
If you do nothing, you will not receive a payment from the Settlement. However, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or the Released Parties about the Released Claims (as defined in the Settlement Agreement), ever again.Back To Top
This website and the Notice summarize the proposed Settlement. More details are in the Stipulation of Settlement. You can obtain a copy of the Stipulation of Settlement by downloading it here or by writing to Reed Kathrein, c/o Hagens Berman Sobol Shapiro LLP, 715 Hearst Ave., Suite 202, Berkeley, CA 94710.Back To Top