To All Settlement Class Members: Please be aware that on January 23, 2020, Judge Allyne R. Ross ordered that the motions to be heard at the Settlement Hearing would be referred to Magistrate Judge Ramon E. Reyes, Jr. Accordingly, the Settlement Hearing will still be held on February 26, 2020 at 11:00 a.m., in Courtroom 2E of the United States District Court for the Eastern District of New York, 225 Cadman Plaza East, Brooklyn, NY 11201, but the presiding judge will be the Honorable Ramon E. Reyes, Jr.
NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT; (II) SETTLEMENT HEARING; AND (III) MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES
A Federal Court authorized this Notice. This is not a solicitation from a lawyer.
NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected by the above-captioned securities class action (the “Action”) pending in the United States District Court for the Eastern District of New York (the “Court”), if, during the period between November 8, 2017 and June 26, 2018, inclusive (the “Settlement Class Period”), you purchased or otherwise acquired Rockwell Common Stock or Rockwell Call Options or sold Rockwell Put Options and were damaged thereby.
NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Lead Plaintiffs, Robert Spock and Duck Pond Partners, LP (“Lead Plaintiffs”), on behalf of themselves and the Settlement Class (as defined in ¶20 of the Notice), have reached a proposed settlement of the Action for three million seven hundred thousand dollars ($3,700,000.00 USD), to be paid in cash. This cash payment, if approved, will resolve all claims in the Action (the “Settlement”).
PLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you may have, including the possible receipt of cash from the Settlement. If you are a member of the Settlement Class, your legal rights will be affected whether or not you act.
If you have any questions about this Notice, the proposed Settlement, or your eligibility to participate in the Settlement, please DO NOT contact Rockwell, any other Defendants in the Action, or their counsel. All questions should be directed to Co-Lead Counsel or the Claims Administrator (see ¶ 92 of the Notice).
1. Description of the Action and the Settlement Class: This Notice relates to a proposed Settlement of claims in a pending securities class action brought by investors alleging, among other things, that defendants Rockwell Medical, Inc. (“Rockwell”), Robert L. Chioini (“Chioini”) and Thomas E. Klema (“Klema”) (collectively, the “Defendants”) violated the federal securities laws by making false and misleading statements regarding Rockwell’s internal controls and the status of approval of a Rockwell drug for separate reimbursement by the U.S. Center for Medicare and Medicaid Services. A more detailed description of the Action is set forth in ¶¶ 11–19 of the Notice. The proposed Settlement, if approved by the Court, will settle claims of the Settlement Class, as defined in ¶ 20 of the Notice.
2. Statement of the Settlement Class’s Recovery: Subject to Court approval, Lead Plaintiffs, on behalf of themselves and the Settlement Class, have agreed to settle the Action in exchange for a settlement payment of three million seven hundred thousand dollars ($3,700,000.00 USD) in cash (the “Settlement Amount”) to be deposited into an escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less (a) any Taxes, (b) any Notice and Administration Costs, (c) any Litigation Expenses awarded by the Court, and (d) any attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation that is approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Settlement Class. The proposed plan of allocation (the “Plan of Allocation”) is set forth on pages 11-18 of the Notice.
3. Estimate of Average Amount of Recovery Per Share: Based on Lead Plaintiffs’ damages expert’s estimates of the number of shares of Rockwell Common Stock purchased or acquired during the Settlement Class Period that may have been affected by the conduct at issue in the Action and assuming that all Settlement Class Members elect to participate in the Settlement, the estimated average recovery (before the deduction of any Court-approved fees, expenses and costs as described herein) per eligible share of common stock is $0.32. Options trading only accounted for approximately 4% of total dollar trading volume for Rockwell Securities during the Class Period. As such, claims for options transactions are allotted 4% of the Settlement pursuant to the Plan of Allocation. Settlement Class Members should note, however, that the foregoing average recovery per share is only an estimate. Some Settlement Class Members may recover more or less than this estimated amount depending on, among other factors, which Rockwell Securities they purchased, when and at what prices they purchased/acquired or sold their Rockwell Securities, and the total number of valid Proof of Claim and Release Forms (“Claim and Release Forms”) submitted. Distributions to Settlement Class Members will be made based on the Plan of Allocation set forth in the Notice (see pages 11-18 of the Notice) or such other plan of allocation as may be ordered by the Court.
4. Average Amount of Damages Per Share: The Parties do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiffs were to prevail in the Action. Among other things, Defendants do not agree with the assertions that they violated the federal securities laws or that any damages were suffered by any members of the Settlement Class as a result of their conduct.
5. Attorneys’ Fees and Expenses Sought: Co-Lead Counsel, which have been prosecuting the Action on a wholly contingent basis since its inception in 2017, have not received any payment of attorneys’ fees for their representation of the Settlement Class and have advanced the funds to pay expenses necessarily incurred to prosecute this Action. Court-appointed Co-Lead Counsel, Glancy Prongay & Murray LLP and Pomerantz LLP, will apply to the Court for an award of attorneys’ fees for all Co-Lead Counsel in an amount not to exceed 33% of the Settlement Fund. In addition, Co-Lead Counsel will apply for reimbursement of Litigation Expenses paid or incurred in connection with the institution, prosecution and resolution of the claims against the Defendants, in an amount not to exceed $75,000, and will apply for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiffs directly related to their representation of the Settlement Class in an amount not to exceed $10,000. Any fees and expenses awarded by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses. Estimates of the average cost per affected share of Rockwell Securities, if the Court approves Co-Lead Counsel’s fee and expense application, is $0.21 per share of eligible common stock.
6. Identification of Attorneys’ Representatives: Lead Plaintiffs and the Settlement Class are represented by: Casey E. Sadler, Esq. of Glancy Prongay & Murray LLP, 1925 Century Park East, Suite 2100, Los Angeles, CA 90067, (310) 201-9150; and Jeremy A. Lieberman of Pomerantz LLP, 600 Third Avenue, 20th Floor, New York, NY 10016.
7. Reasons for the Settlement: Lead Plaintiffs’ principal reason for entering into the Settlement is the substantial immediate cash benefit for the Settlement Class without the risk or the delays inherent in further litigation. Moreover, the substantial cash benefit provided under the Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all – might be achieved after contested motions, a trial of the Action, and the likely appeals that would follow a trial. This process could be expected to last several years. Defendants, who deny all allegations of wrongdoing or liability whatsoever, are entering into the Settlement solely to eliminate the uncertainty, burden and expense of further protracted litigation.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:
SUBMIT A CLAIM AND RELEASE FORM POSTMARKED NO LATER THAN FEBRUARY 7, 2020.
This is the only way to be eligible to receive a payment from the Settlement Fund. If you are a Settlement Class Member and you remain in the Settlement Class, you will be bound by the Settlement as approved by the Court and you will give up any Released Plaintiffs’ Claims (defined in ¶ 29 of the Notice) that you have against Defendants and the other Defendants’ Releasees (defined in ¶ 30 of the Notice), so it is in your interest to submit a Claim and Release Form.
EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 5, 2020.
If you exclude yourself from the Settlement Class, you will not be
eligible to receive any payment from the Settlement Fund. This is the only option that allows you ever to be part of any other lawsuit against any of the Defendants or the other Defendants’ Releasees concerning the Released Plaintiffs’ Claims.
OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN
OBJECTION SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 5, 2020.
If you do not like the proposed Settlement, the proposed Plan of
Allocation, or the request for attorneys’ fees and reimbursement of Litigation Expenses, you may write to the Court and explain why you do not like them. You cannot object to the Settlement, the Plan of
Allocation or the fee and expense request unless you are a Settlement Class Member and do not exclude yourself from the Settlement Class.
GO TO A HEARING ON
FEBRUARY 26, 2020 AT 11:00 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN FEBRUARY 5, 2020.
Filing a written objection and notice of intention to appear by February 5, 2020 allows you to speak in Court, at the discretion of the Court, about the fairness of the proposed Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of Litigation Expenses. If you submit a written objection, you may (but you do not have to) attend the Settlement Hearing and, at the discretion of the Court,
speak to the Court about your objection.
If you are a member of the Settlement Class and you do not submit a valid and timely Claim and Release Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Settlement Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.