Lionbridge Technologies, Inc. ("Lionbridge" or the "Company") today announced the settlement of a class action complaint in the Court of Chancery of the State of Delaware (the “Action”).
WALTHAM, Mass. - August 10, 2017 - Lionbridge Technologies, Inc. ("Lionbridge" or the "Company") today announced the settlement of a class action complaint in the Court of Chancery of the State of Delaware (the “Action”).
On January 13, 2017, a stockholder of Lionbridge filed a class action complaint against Lionbridge’s CEO and board members alleging claims for breaches of fiduciary duty. The claims in the Action derived from the execution of the merger agreement dated December 12, 2016, between Lionbridge and H.I.G. Capital, LLC, LBT Acquisition, Inc., and LBT Merger Sub, Inc. (collectively, “HIG”) and the filing of what was alleged to be an incomplete and materially deficient Preliminary Proxy Statement with the United States Securities and Exchange Commission (“SEC”) on January 5, 2017. The class action, among other things, sought additional disclosure of facts relating to the merger in connection with the stockholder vote thereupon and/or injunctive relief. Defendants denied that anything was incomplete or materially deficient and denied all liability to plaintiff.
Lionbridge filed supplemental disclosures to address a subset of plaintiff’s claims on January 17, 2017, with the SEC. These supplemental disclosures included information confirming that no agreement regarding the future employment of Lionbridge management had taken place prior to the Merger Agreement as well as details regarding the previously disclosed “Rollover Agreements” with certain stockholders.
On April 7, 2017, the Court of Chancery entered an order dismissing the action with prejudice as to the plaintiff, and without prejudice as to all other members of the putative class. Pursuant to the order, the Court of Chancery retained jurisdiction to determine plaintiff’s application for an award of attorneys’ fees and reimbursement of expenses.
After negotiations, to avoid further litigation expenses and denying any and all liability, Lionbridge has agreed to pay $100,000 for plaintiff’s attorneys’ fees and expenses pertaining to the Action. This fee will be paid by Lionbridge. The Court of Chancery has not been asked to review and will pass no judgment on, the payment of the fee or its reasonableness.
Lionbridge enables more than 800 world-leading brands to increase international market share, speed adoption of products and effectively engage their customers in local markets worldwide. Using our innovative cloud technology platforms and our global crowd of more than 100,000 professional cloud workers, we provide detail-critical business processes, including translation, online marketing, global content management and application testing solutions that ensure global brand consistency, local relevancy and technical usability across all touch points of the customer lifecycle. Based in Waltham, Mass., Lionbridge maintains solution centers in 27 countries. To learn more, visit www.lionbridge.com.