Welcome to the Flow Shareholder Litigation Website
|Please be advised that the location for the Settlement Fairness Hearing has been changed to the following: King County Superior Court, 516 Third Avenue, Room W-764, Seattle, WA 98104. The time and date remain the same: January 20, 2017, at 8:30 a.m.
This website has been established to provide general information regarding the proposed settlement of the action entitled Robert Englehart v. Charles M. Brown, et al., No. 13-2-33726-6 KNT (the "Litigation"), pending in the Superior Court of the State of Washington, in and for King County (the "Court"). The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation of Settlement (the "Stipulation") dated September 7, 2016. Your rights may be affected by this settlement if you were a holder of Flow International Corporation ("Flow") common stock at any time from September 25, 2013 through and including January 31, 2014.
As more fully described in the Notice of Pendency and Settlement of Class Action (the "Notice"), Flow announced on September 25, 2013, that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AIP Waterjet Holdings, Inc. (“Parent”) and AIP/FIC Merger Sub, Inc. (“Merger Sub”), both of which are affiliates of American Industrial Partners ("AIP") (and with Parent and Merger Sub, the “AIP Defendants”). Under the terms of the Merger Agreement, AIP, through Parent and Merger Sub, would acquire all of the outstanding shares of Flow common stock for $4.05 per share, or approximately $200 million (the “Transaction”).
On September 27, 2013, plaintiff Robert Englehart filed his Class Action Complaint in the Court against Flow’s Board of Directors (“Board”), Flow, and the AIP Defendants, alleging breaches of fiduciary duty against the Board and aiding and abetting against Flow and the AIP Defendants. From October 2, 2013 through October 16, 2013, five other plaintiffs filed substantially similar actions in the Court (collectively, the “Related Actions”).
On October 23, 2013, the Court consolidated the Related Actions and appointed plaintiff Englehart and his counsel as lead plaintiff and lead counsel, respectively.
In November 2013, plaintiff Englehart filed the First Amended Complaint, which reiterated Plaintiffs’ original claims and asserted new claims that the Board members breached their fiduciary duties by misrepresenting or omitting material information in the Proxy. Counsel for Plaintiffs and defendants held arm’s-length negotiations concerning the voluntary production of non-public information and depositions of key persons with knowledge regarding the Transaction.
On December 20, 2013, 36,394,586 shares of Flow’s common stock, representing approximately 74.2% of the total number of shares of Flow’s common stock entitled to vote, were cast in favor of the Transaction. More than 95% of the votes cast voted in favor of the Transaction. On January 31, 2014, AIP completed the Transaction.
On June 11, 2014, plaintiff Englehart filed the Second Amended Complaint (the “SAC”), which reflected that the Transaction had closed and included additional allegations concerning Plaintiffs’ claims of breach of fiduciary duty against the Board and his claims of aiding and abetting against Flow and the AIP Defendants. During this period, and throughout 2015, Plaintiffs engaged in extensive fact discovery concerning the claims alleged in the SAC. Flow, AIP, the Board, UBS, and various third parties produced approximately 184,248 pages of documents, and Plaintiffs’ Counsel took over 22 depositions in connection with fact discovery.
On December 4, 2015, plaintiff Englehart filed the Third Amended Complaint, which removed the AIP Defendants as parties, included the Board and Flow’s CFO as defendants, and included additional allegations to reflect facts learned during discovery.
On July 15, 2016, after preparing and submitting materials to the Honorable Layn R. Phillips (the “Mediator”), Plaintiffs’ Counsel and Defendants’ counsel participated in an all-day mediation session regarding a possible global resolution of the Litigation before the Mediator. Subsequently, the Mediator issued his recommendation outlining recommended terms for the settlement of the Litigation, and the Mediator’s recommendation was accepted by the Settling Parties.
On September 7, 2016, the parties entered into the Stipulation, which sets forth the complete terms of the Settlement. The Settlement, if approved, will result in the creation of a cash settlement fund of $12,750,000 (the “Settlement Amount”). The Settlement Amount, plus accrued interest and minus the costs of the Notice and all costs associated with the administration of the Settlement, as well as attorneys’ fees and expenses, as approved by the Court (the “Net Settlement Fund”), will be distributed to Class Members who: (i) were stockholders of record of Flow common stock at the close of the Transaction on January 31, 2014, and received consideration for their stock in connection with the Transaction; and (ii) submit valid and timely Proof of Claim and Release forms.
The Court appointed the law firms of Robbins Geller Rudman & Dowd LLP, Stritmatter Kessler Whelan Koehler Moore Kahler, and Johnson & Weaver, LLP to represent you and other Class Members. These lawyers are called Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.
Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation. These and other case documents can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully and in their entirety.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
|SUBMIT A CLAIM FORM
||The only way to be eligible to receive a payment from the Settlement. Proofs of Claim must be postmarked (if mailed) or received (if submitted online) no later than January 18, 2017.
||All Class Members, regardless of whether they submit a Proof of Claim, shall be bound by all determinations and judgments in this Litigation, including the Judgment, unless they validly requested exclusion from the Class in response to the Notice. Exclusions must be postmarked no later than December 15, 2016.
||Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees, costs, and expenses. You will still be a member of the Class and retain the right to submit a timely Proof of Claim. Objections must be filed with the Court and mailed to Class Counsel and Defendants' counsel by December 15, 2016.
|GO TO THE HEARING ON JANUARY 20, 2017
||Ask to speak in Court about the fairness of the Settlement. Requests to speak must be filed with the Court and mailed to Class Counsel and Defendants' counsel by no later than December 15, 2016.
||Receive no payment. You will, however, still be a member of the Class, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Defendant Parties about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court.
||January 18, 2017
||December 15, 2016
||December 15, 2016
|Court Hearing on Fairness of Settlement:
||January 20, 2017, at 8:30 a.m.