HeartlandPayment Systems Inc. and GlobalPayments Inc. agreed to settle a shareholder lawsuit over the twocompanies' pendingmerger.
The lawsuit, filed in January, alleged, among other things,that the Heartland directors breached their fiduciary duties to Heartland shareholdersby agreeing to sell Heartland for inadequate consideration, agreeing toimproper deal protection terms in the merger agreement and failing to properlyvalue Heartland.
The two companies decided to settle the lawsuit solely toavoid the costs, disruption and distraction of further litigation, HeartlandPayment said in a Form 8-K filed April 13. The companies did notadmit the validity of any of the allegations made in the complaint. The partiesto the lawsuit entered on April 12 into a memorandum of understanding, whichcontemplates that Heartland will make certain supplemental disclosures relatingto the merger.
The proposed settlement of the action is subject toconfirmatory discovery and customary conditions, including court approvalfollowing notice to Heartland shareholders. A hearing will be scheduled atwhich the Superior Court of Mercer County, New Jersey, will consider thefairness of the proposed settlement.
If the proposed settlement is finally approved by the court,it will release all claims that were or could have been brought challenging anyaspect of the proposed merger and any related disclosure made, under terms thatwill be disclosed to shareholders before final approval of the proposedsettlement. Heartland Payment said if the proposed settlement is terminated,the companies would defend against the allegations in the action.