2023 PARTIAL SETTLEMENT

This website has been established to provide general information related to the proposed partial settlement (the "Settlement") of the case  known as Stewart N. Goldstein, M.D. v. Alexander J. Denner, et al., C.A. No. 2020-1061-JTL. The Court which will be ruling on the Settlement is the Court of Chancery of the State of Delaware. The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise and Partial Settlement dated April 14, 2023 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you held outstanding shares of Bioverativ common stock, either of record or beneficially, at any time during the period from May 24, 2017, through and including, March 8, 2018 (the "Class Period").

The Settlement resolves all actual and potential claims against the Settling Defendants arising from or relating to the acquisition of Bioverativ by Sanofi, whereby Bioverativ stockholders received $105 in cash for each share of Bioverativ common stock. In consideration of the Settlement, a total of $84 million ($84,000,000) in cash will be deposited into an account and will be distributed to the Settlement Payment Recipients according to the Plan of Allocation.

The Court appointed the law firms of Prickett, Jones & Elliott, P.A., Cooch & Taylor P.A., Robbins Geller Rudman & Dowd LLP and Johnson Fistel LLP as Plaintiff's Counsel to represent you and the other Class Members. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

WHAT IS THIS LAWSUIT ABOUT?

As more fully described in the Notice of Pendency and Proposed Partial Settlement of Class Action (the "Notice"),on January 21, 2018, the board of directors (the “Board”) of Bioverativ, a Delaware corporation, approved the Company’s entry into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Bioverativ agreed to be acquired by Sanofi (the “Acquisition”) for $105.00 per share (the “Acquisition Consideration”).

On January 22, 2018, Bioverativ announced that it had entered into the Merger Agreement, which provided for a tender offer (the “Tender Offer”) followed by a merger pursuant to 8 Del. C. § 251.

On February 7, 2018, Sanofi commenced the Tender Offer.

On February 27, 2018, Plaintiff sent a letter to the Board of Bioverativ demanding inspection of Bioverativ’s books and records, pursuant to 8 Del. C. § 220.

On March 6, 2018, Bioverativ responded to Plaintiff’s inspection demand letter.

On March 7, 2018, Plaintiff filed a lawsuit in the Court, pursuant to Section 220 of the Delaware General Corporation Law, captioned Stewart N. Goldstein, M.D. v. Bioverativ, Inc., C.A. No. 2018-0156-JTL (Del. Ch.) (the “§ 220 Action”), seeking to compel inspection of Bioverativ’s books and records.

On March 7, 2018, the Tender Offer closed with stockholders having tendered sufficient shares of common stock to satisfy the minimum tender condition of the Merger Agreement.

On March 8, 2018, the Acquisition was completed and Bioverativ became a wholly-owned subsidiary of Sanofi.
Following briefing and negotiations between Plaintiff’s Counsel and Bioverativ’s counsel, Bioverativ produced books and records for inspection by Plaintiff to resolve the § 220 Action.

On December 15, 2020, Plaintiff filed his Verified Class Action Complaint (the “Complaint”) against Defendants, alleging (i) in Count I that defendants Denner, Cox, Protopapas, Posner, Paglia, and Germano, in their capacities as directors of Bioverativ, breached their fiduciary duties to Bioverativ’s stockholders in connection with the Acquisition and disclosures relating thereto; (ii) in Count II that defendants Cox, Greene, and DiFabio, in their capacities as officers of Bioverativ, breached their fiduciary duties to Bioverativ’s stockholders in connection with the Acquisition and disclosures relating thereto; (iii) in Count III that defendant Denner breached his fiduciary duties in connection with his purchase of 1,010,000 shares of Bioverativ common stock through Sarissa Capital (defined in the Stipulation) in May 2017 based on material, non-public information and profited when he was paid $105.00 per share by Sanofi for those 1,010,000 shares in the Acquisition; and (iv) in Count IV that Sarissa Capital aided and abetted Denner’s breaches of fiduciary duty for the conduct alleged in Count III.

On March 17, 2021, Defendants filed briefs in support of motions to dismiss Plaintiff’s Complaint. Briefing on Defendants’ motions to dismiss was completed on June 18, 2021.

On September 27, 2021, Plaintiff served his first request for production of documents. Defendants filed a motion for a protective order staying discovery on October 8, 2021. After briefing, the Court denied the motion for a protective order staying discovery on November 18, 2021.

On May 26, 2022, the Court issued a memorandum opinion denying the motions to dismiss as to Counts I and II of the Complaint. On June 2, 2022, the Court issued a memorandum opinion denying the motion to dismiss as to Counts III and IV of the Complaint.

The Parties engaged in extensive discovery, including by preparing, serving and responding to requests for production of documents and interrogatories, serving subpoenas on third parties, negotiating privilege disputes, taking and defending depositions, and engaging in various written and oral communications concerning the scope of discovery. As of the date of the execution of the Stipulation, Plaintiff has obtained and reviewed approximately 148,924 documents (over 1 million pages) from Defendants and nine non-parties, including Bioverativ, Sanofi, J.P. Morgan Securities LLC and Guggenheim Securities LLC (the financial advisors to Bioverativ in connection with the Acquisition), Lazard Frères & Co. (the financial advisor to Sanofi in connection with the Acquisition), Biogen Inc. (the company from which Bioverativ was spun off in 2017), Paul, Weiss, Rifkind, Wharton & Garrison LLP (the counsel to Bioverativ in connection with the acquisition), and two wireless service providers. Plaintiff produced documents and responded to three sets of interrogatories (88 interrogatories, excluding subparts) from Defendants. As of April 14, 2023, Plaintiff’s Counsel has taken 13 depositions, including the depositions of all Settling Defendants, and propounded 33 interrogatories (excluding subparts) to each of the Settling Defendants.

Plaintiff, the Settling Defendants, Bioverativ, and Sanofi have engaged in substantial settlement negotiations, which included a June 10, 2022 mediation before former U.S. District Judge Layn R. Phillips following the exchange of opening and reply briefs. The first full-day mediation did not result in a settlement, but the parties periodically continued settlement discussions through Judge Phillips over the next nine months as the litigation progressed. Following additional written submissions to Judge Phillips informed by the evidence adduced during oral and written discovery, a second formal mediation session was held on March 12, 2023. At the end of this mediation session, Plaintiff, the Settling Defendants, Bioverativ, and Sanofi reached an agreement to settle the Released Plaintiff’s Claims for $84,000,000 in cash, subject to Court approval, the terms of which are reflected in the Stipulation.

The Stipulation is intended to fully, finally, and forever release, resolve, remise, compromise, settle, and discharge the Released Plaintiff’s Claims and the Released Defendants’ Claims with prejudice. The entry by the Parties into the Stipulation is not, and shall not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of any claims or defenses that were asserted or could have been asserted in the Action.

Plaintiff continues to believe that his claims have legal merit, but also believes that the Settlement set forth in the Stipulation provides substantial and immediate benefits for the Class. In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Released Plaintiff’s Claims; (ii) the probability of success on the merits of the Released Plaintiff’s Claims; (iii) the inherent problems of proof associated with, and possible defenses to, the Released Plaintiff’s Claims; (iv) the desirability of permitting the Settlement to be consummated according to its terms; (v) the expense and length of continued proceedings necessary to prosecute the Released Plaintiff’s Claims against the Settling Defendants through trial and appeals; and (vi) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the Released Plaintiff’s Claims on the terms set forth in the Stipulation.

Based on Plaintiff’s Counsel’s extensive review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, which has been ongoing since 2018, Plaintiff’s Counsel believes that the Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial benefits upon the Class. Based upon Plaintiff’s Counsel’s evaluation as well as Plaintiff’s own evaluation, Plaintiff has determined that the Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth therein.

The Settling Defendants deny any and all allegations of wrongdoing, liability, breach of fiduciary duty, violations of law, or damages arising out of or related to any of the conduct, statements, acts, or omissions alleged in the Action, and maintain that their conduct was at all times proper, in compliance with applicable law, and in the best interests of Bioverativ and its stockholders. Each of the Settling Defendants asserts that, at all relevant times, he or she acted in good faith, and in a manner reasonably believed to be in the best interests of Bioverativ and all of its stockholders. The Settlement and the Stipulation shall in no event be construed as, or deemed to be, evidence of or an admission or concession on the part of the Settling Defendants with respect to any claim, any legal or factual allegation, any fault, any wrongdoing, any breach of duty, any liability, any harm or damage whatsoever, or any infirmity in the defenses that the Settling Defendants have or could have asserted. The Settling Defendants enter into the Stipulation solely because they consider it desirable that the Released Plaintiff’s Claims be settled and dismissed with prejudice in order to (1) eliminate the uncertainty, burden, inconvenience, distraction, and expense of further litigation, and (2) finally and forever put to rest, resolve, and terminate the Released Plaintiff’s Claims.

Plaintiff, for himself and on behalf of the Class, and the Settling Defendants, Bioverativ, and Sanofi agree that the Settlement is intended to and will resolve the Released Plaintiff’s Claims against the Released Defendant Parties, Bioverativ, and Sanofi, but not the Non-Released Plaintiff’s Claims against Denner and Sarissa Capital.

WHAT DOES THE SETTLEMENT PROVIDE?

The proposed Settlement will create a cash settlement fund of $84,000,000 (the “Settlement Fund”). The Settlement Fund, plus accrued interest, will be administered by the Administrator and the Escrow Agent and shall be used (i) to pay all Administrative Costs; (ii) to pay any fee and expense award; (iii) to pay any taxes and tax expenses; and (iv) following the payment of (i), (ii), and (iii) for subsequent disbursement of the Net Settlement Fund to the Settlement Payment Recipients (the “Net Settlement Fund”) pursuant to the Plan of Allocation outlined in the Notice.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents - 2023 Settlement tab above. We recommend that you read the Notice and other relevant case documents carefully.

IMPORTANT DATES AND DEADLINES