Hansen Medical Inc. Shareholder Litigation

Pursuant to an Order of the Superior Court of California for Santa Clara County (the “Court”) dated March 8, 2019, and further pursuant to California Code of Civil Procedure (“CCP”) Section 382, the Notice and this website are to inform you of:

1. The Court’s determination to provisionally certify the action (“Action”) pursuant to CCP § 382;
2. The proposed settlement of the Action (the “Settlement”) as provided for in a Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation”) dated as of February 5, 2019, and
3. Your right to participate in a hearing to be held on July 12, 2019, at 9:00 a.m.

The Final Approval Hearing was held before the Court in July 2019. The Court provided final approval to the Settlement and requested attorneys’ fees and expenses and requested on July 12, 2019.

This website describes the rights you had in the Action and pursuant to the Stipulation and what steps you could have taken, but were not required to take, in relation to the Settlement.

The parties have asked the Court at the Final Approval Hearing to enter an Order and Final Judgment dismissing the Action with prejudice in accordance with the terms of the Stipulation.

Hansen Medical, Inc. (“Hansen Medical” or the “Company”) was a Delaware corporation, headquartered in California, that designed, developed, and marketed medical robotics. Auris Surgical Robotics, Inc. (now known as Auris Health, Inc.) (“Auris”) is a private medical robotics company whose Chief Executive Officer (“CEO”) and co-founder, Fred Moll, had also been the CEO and co-founder of Hansen Medical. On April 19, 2016, Hansen Medical entered into a definitive merger agreement to be acquired for $4.00 per share in cash (the “Merger Price”) by Auris (the “Merger”).

This litigation challenged the fairness of the 2016 sale of Hansen Medical to Auris alleging that the Merger was the product of a severely conflicted and flawed sales process, and that resulted in Hansen Medical’s minority shareholders receiving an inadequate price for their Hansen Medical stock and, further, that the flawed sales process was controlled by a group of insider stockholders, who collectively held 64 percent of the voting power of Hansen Medical (the “Stockholder Defendants”), and who secured approval of the Merger without obtaining a fully informed, un-coerced majority vote of Hansen Medical’s other minority stockholders.

After the Merger was publicly announced, between April 25, 2016, and June 21, 2016, seven related actions were filed in the Santa Clara County Superior Court of the State of California (the “California Court”) and in the Court of Chancery of the State of Delaware (the “Delaware Court”), by stockholders of Hansen Medical alleging, among other things, that Board of Directors of Hansen Medical the (“Director Defendants”) and Stockholder Defendants had breached fiduciary duties to the Company’s minority stockholders in connection with the acquisition of Hansen Medical by Auris, that Auris had aided and abetted those alleged breaches of fiduciary duty, and that, as a consequence thereof, the Company’s minority stockholders suffered damages.

The related actions filed in the California Court, and their filing dates, are as follows: (i) Liu v. Hansen Medical, Inc., et al., No. 16-CV-294288, filed on April 25, 2016; (ii) Stevens-Juhl v. Hansen Medical, Inc., et al., No. 16-CV-294354, filed on April 26, 2016; (iii) Huggins v. Hansen Medical, Inc., et al., No. 16- C-V294552, filed on May 2, 2016; (iv) Lax v. Hansen Medical, Inc., et al., No. 16-CV-294858, filed on May 6, 2016; and (v) Simonson v. Hansen Medical, Inc., et al., No. 16-CV-294862, filed on May 6, 2016 (collectively, the “Related California Actions”). The Plaintiffs who filed the Related California Actions are referred to herein as the “California Plaintiffs.”

The related actions filed in the Delaware Court, and their filing dates, are as follows: (i) Windward Venture Partners, LP v. Hansen Medical, Inc., et al., C.A. No. 12316, filed on May 10, 2016; and (ii) Muir v. Hansen Medical, Inc., et al., C.A. No. 12490, filed on June 21, 2016 (collectively, the “Related Delaware Actions”). The Plaintiffs who filed the Related Delaware Actions are referred to herein as the “Delaware Plaintiffs.”

On May 16, 2016, the California Court entered an Order granting the request of Plaintiff Stevens-Juhl to dismiss her Related California Action without prejudice, and on June 21, 2016, the California Court entered an Order consolidating the remaining Related California Actions under the caption In re Hansen Medical, Inc. Shareholder Litigation, Lead Case No. 16-CV-294288 (the “Consolidated California Action”), and appointing Faruqi & Faruqi, LLP, Brodsky & Smith LLC, and Milberg LLP as co-lead counsel for the California Plaintiffs in the Consolidated California Action (collectively, the “California Co-Lead Counsel”).

On July 11, 2016, the Delaware Court entered an Order consolidating the Related Delaware Actions under the caption In re Hansen, Inc. Stockholders Litigation, C.A. No. 12316-VCMR (the “Consolidated Delaware Action”), and appointing Wolf Popper LLP as lead counsel for the Delaware Plaintiffs in the Consolidated Delaware Action (“Delaware Lead Counsel”).

On July 12, 2016, the California Plaintiffs filed a motion for preliminary injunction in the Consolidated California Action seeking to enjoin the Merger. The California Plaintiffs engaged in discovery in support of their motion for preliminary injunction, including the review of confidential Company documents related to the Merger. The California Plaintiffs also took the deposition of Defendant Christopher P. Lowe, who was at that time Hansen’s interim Chief Financial Officer and a member of the Company’s Board of Directors. The Delaware Plaintiffs also participated in this discovery, including reviewing the same documents provided to the California Plaintiffs and questioning Mr. Lowe at his deposition. (“Preliminary Injunction Discovery”).

On July 18, 2016, the Director Defendants filed briefs in opposition to the California Plaintiffs’ motion for a preliminary injunction, and on July 20, 2016, following oral argument, the California Court denied that motion.

On July 22, 2016, a majority of the Company’s stockholders voted to approve the Merger, which closed on July 27, 2016.

On August 19, 2016, the Delaware Plaintiffs filed a Verified Consolidated Class Action Complaint in the Consolidated Delaware Action.

On November 2, 2016, the California Plaintiffs filed a Consolidated Amended Complaint for Breach of Fiduciary Duty and Violations of State Law in the Consolidated California Action.

On April 6, 2017, California Co-Lead Counsel, Delaware Lead Counsel, and Defendants’ counsel, as well as counsel for Auris, participated in a full-day mediation session (the “Initial Mediation”) before Robert A. Meyer of JAMS in an effort to resolve both the Consolidated California Action and the Consolidated Delaware Action (collectively, the “Actions”). Before the Initial Mediation, the parties exchanged mediation statements and exhibits, which addressed both liability and damages. The Initial Mediation did not lead to resolution of the Actions.

On June 13 and 14, 2017, the Director Defendants, the Stockholder Defendants, and Auris Surgical Robotics, Inc. each filed a motion for judgment on the pleadings in the Consolidated Delaware Action, and on July 7, 2017, Defendants filed their respective opening briefs in support of those motions. In lieu of filing oppositions to those motions, the Delaware Plaintiffs stated their intention to further amend their Verified Consolidated Class Action Complaint.

On August 9, 2017, the California Court entered an order staying the Consolidated California Action pending rulings by the Delaware Court on the then-pending motions for judgment on the pleadings in the Consolidated Delaware Action, or any subsequent motion to dismiss a further revised complaint in that action.

On September 18, 2017, the Delaware Plaintiffs filed their Verified Amended Consolidated Class Action Complaint (the “Operative Complaint”) in the Consolidated Delaware Action. The Operative Complaint only named two of the Director Defendants (Cary G. Vance and Christopher P. Lowe), two of the Stockholder Defendants (the “Schuler Defendants” and “Feinberg Defendants”), and Auris Surgical Robotics, Inc. as defendants (collectively, the “Remaining Delaware Defendants”).

On September 25, 2017, the Remaining Delaware Defendants filed motions to dismiss the Operative Complaint. On October 24, 2017, the Delaware Plaintiffs filed their brief opposing those motions to dismiss, and on November 3, 2017, the Remaining Delaware Defendants filed their reply briefs in support of their respective motions to dismiss. On March 6, 2018, the Delaware Court heard oral argument on those motions.

On June 18, 2018, the Delaware Court issued a memorandum opinion denying in part and granting in part the Remaining Delaware Defendants’ motions to dismiss. Specifically, the Delaware Court denied Cary G. Vance, Christopher P. Lowe, the Schuler Defendants, and the Feinberg Defendants’ motions to dismiss, but granted Auris Surgical Robotics, Inc.’s motion to dismiss.

On July 10, 2018, the California Court, upon consent of the parties in the Consolidated California Action, entered orders dismissing Auris with prejudice from the Consolidated California Action, and dismissing one of the Stockholder Defendants (“Westwood”) without prejudice from the Consolidated California Action.

On July 11, 2018, the Schuler Defendants and Feinberg Defendants filed a motion to quash summons and motion to dismiss for lack of personal jurisdiction (“Motion to Quash”) in the Consolidated California Action, and on July 16, 2018, they filed a motion to stay the Consolidated California Action (“Motion to Stay”). On September 5, the California Plaintiffs filed oppositions to the Motion to Quash and Motion to Stay, and on September 6, 2018, the Director Defendants filed a joinder to the Motion to Stay.

On October 29, 2018, California Co-Lead Counsel, Delaware Lead Counsel, and Defendants’ counsel, as well as counsel for Auris, again engaged in a full-day mediation session, this time before Michelle Yoshida of Phillips ADR (the “Second Mediation”), in a further effort to resolve both of the consolidated Actions. Insurers for Defendants and certain of their counsel also participated in the Second Mediation. The Settling Parties again exchanged statements and exhibits addressing both liability and damages. After extensive, arm’s-length negotiations at the Second Mediation, the Director Defendants, Stockholder Defendants, Auris, California Plaintiffs, and Delaware Plaintiffs (the “Settling Parties”) reached an agreement in principle on October 29, 2018, to settle the Actions for $7,500,000.00 in cash, subject to approval by the California Court.

On October 31, 2018, Delaware Lead Counsel informed the Delaware Court that the Settling Parties had reached an agreement in principle to settle the Actions, and that the Settlement would be presented to the California Court for that Court’s approval, and that Delaware Lead Counsel would be submitting a stipulation of dismissal with prejudice of the Consolidated Delaware Action following such approval by the California Court.

On December 11, 2018, in connection with confirmatory discovery in support of the Settlement, California Co-Lead Counsel took the deposition of Jason Forschler, a representative of Perella Weinberg Partners LP, the financial advisor retained to advise the Director Defendants in connection with the Merger.

Plaintiffs believe that they brought their claims in good faith and continue to believe that such claims have legal merit, but believe that the Settlement allows the Company’s minority shareholders to reap additional compensation for their Hansen Medical shares while eliminating further litigation and delay of payment. Plaintiffs also believe that their efforts in prosecuting the Action have resulted in a significant benefit for Hansen Medical and its stockholders which, under the circumstances, is fair, reasonable, and adequate.

Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damage to any of the respective Plaintiffs in the Action or the Class, deny that they engaged in any wrongdoing, deny that they committed, aided, or abetted any violation of law, deny that they acted improperly in any way, believe that they acted properly at all times, and maintain that they have committed no disclosure violations or any other breach of duty whatsoever in connection with the Merger or any public disclosures, but wish to settle solely because it will eliminate the uncertainty, distraction, burden, and expense of further litigation.

The Court has ordered that, for Settlement purposes only, the Action shall be maintained as a class action pursuant to CCP § 382 on behalf of an opt-out class consisting of:

Any and all record and beneficial holders of Hansen common stock, as of July 27, 2016 (the date of the consummation of the Merger), including any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns and transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors-in-interest, predecessors, successors-in-interest, successors, and assigns.

The Class excluded:

1. Defendants, their Immediate Family (as defined in the Stipulation), and any trust or other entity affiliated with or controlled by any Defendant, other than employees of such entities who were not directors or officers of such entities as of July 27, 2016;
2. Any and all record and beneficial owners of Hansen common stock who exercised their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware; and
3. Any and all record and beneficial owners of Hansen common stock who timely and validly opt out of the Class and Settlement pursuant to the opt-out procedures described FAQ 8 and in the Stipulation.

In consideration for the Settlement and dismissal with prejudice of the Action, and the releases provided herein, Defendants agreed to provide the Class additional compensation of $7,500,000.00 (the “Settlement Amount”). Any attorneys’ fees, incentive awards, costs, expenses (including notice and administrative expenses) or other Court-approved deductions were paid out of—and were not in addition to—the Settlement Amount.

The Settlement Amount minus Court-approved deductions (the “Net Settlement Amount”) were distributed to all members of the Class who owned Hansen Medical common stock as of July 27, 2016, the date of the consummation of the Merger (“Eligible Class Members”) on a pro rata basis, based on the number of outstanding Hansen Medical shares owned by each such Eligible Class Member at that time.

Inquiries or comments about the Settlement may be directed to the attention of Counsel for Plaintiffs as follows:

The Court held a Final Approval Hearing on July 12, 2019, at 9:00 a.m. at Department 1 of the Superior Court of the State of California, County of Santa Clara, located at 191 North First Street, San Jose, CA 95113. The Court approved the Settlement on July 12, 2019.

You must have submitted an objection so that it was received by June 21, 2019.

Your request for exclusion must have been postmarked no later than June 21, 2019. The period to exclude yourself from the Settlement and Class has expired.

The Court determined that the Settlement, as provided for in the Stipulation, is fair, reasonable, and adequate and in the best interests of the Class, the Parties jointly request that the Court enter an Order and Final Judgment. The Order and Final Judgment have, among other things:

1. Made final the Court’s previous determination to certify provisionally the Action as a class action pursuant to CCP § 382;
2. Determined that the requirements of the Court Rules and due process have been satisfied in connection with the Notice;
3. Approved the Settlement as fair, reasonable, and adequate and in the best interests of the Class, including the releases contained therein;
4. Authorized and directed the performance of the Settlement in accordance with its terms and conditions and reserved jurisdiction to supervise the consummation of the Settlement;
5. Dismissed the Action with prejudice, on the merits, without costs except as provided in the Order and Final Judgment, as against any and all Defendants, and release the Released Defendant Parties and Released Plaintiff parties (defined in FAQ 10) from the Released Claims (defined in FAQ 10); and
6. Awarded attorneys’ fees and expenses to Plaintiffs’ Counsel from the Settlement Amount and incentive awards to the named Plaintiffs from the attorneys’ fee award.

For the full release and all the terms of the Settlement, please review The Stipulation, available here. Upon the Effective Date of the Settlement (as defined in the Stipulation), the Released Plaintiff Parties (as defined in the Stipulation), Plaintiffs, and all Class Members, on behalf of themselves and their legal representatives, heirs, executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest, and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, shall thereupon be deemed to have fully, finally and forever, released, settled, and discharged the Released Defendant Parties (as defined in the Stipulation) from and with respect to every one of the Released Plaintiffs’ Claims (as defined in the Stipulation), and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute or pursuing in any fashion any Released Plaintiffs’ Claims against any of the Released Defendant Parties.

In addition, upon the Effective Date, each of Released Defendant Parties, on behalf of themselves and their legal representatives, heirs, executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest, and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, shall thereupon be deemed to have fully, finally and forever, released, settled, and discharged the Released Plaintiff Parties from and with respect to every one of the Released Defendants’ Claims (as defined in the Stipulation), and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting or pursuing in any fashion any of the Released Defendants’ Claims against any of the Released Plaintiff Parties.

The foregoing releases extend to Released Plaintiffs’ Claims and Released Defendants’ Claims that the Settling Parties did not know or suspect to exist at the time of the release. Under the terms of the Stipulation and Settlement, the following definitions apply:

1. “Released Plaintiff Claims” means any and all Claims that were asserted or could have been asserted by Plaintiffs in the Actions on behalf of themselves and/or the Class, and any and all Claims that are based on, arise out of, relate in any way, or involve the same set of operative facts as the claims asserted by Plaintiffs against Released Defendant Parties in the Actions and which relate to the ownership of Hansen common stock. The Released Plaintiffs’ Claims shall not include claims to enforce the Stipulation or any part of it, and shall not include claims based on the conduct of any of the Settling Parties which occurs after the Effective Date.
2. “Released Defendant Claims” means any and all Claims, including Unknown Claims, that have been or could have been asserted in the Actions, or in any court, tribunal, forum or proceeding, by the Released Defendant Parties or any of their respective successors and assigns against any of the Released Plaintiff Parties, which arise out of or relate in any way to the institution, prosecution, settlement, or dismissal of either of the consolidated Actions; provided, however, that as used herein the term “Released Defendants’ Claims” shall not include the right to enforce this Stipulation or any part of it, and shall not include Claims based on the conduct of any of the Settling Parties which occurs after the Effective Date.
3. “Released Defendant Parties” means (i) Defendants; (ii) Auris; (iii) the Immediate Family of any Defendant; (iv) the past or present, current or former, direct or indirect affiliates, associates, members, partners, limited partners, general partners, partnerships, limited partnerships, general partnerships, investment funds, investment advisors, investment managers, investors, shareholders, joint venturers, subsidiaries, parents, divisions, subdivisions, predecessors, successors, officers, directors, employees, agents, principals, owners, representatives, financial advisors, advisors, insurers, and attorneys (including Defendants’ Counsel and any additional counsel retained by any current or former Defendant in connection with the Actions) of Auris or the Defendants; and (v) the past or present, current or former, direct or indirect legal representatives, heirs, executors, trustees, beneficiaries, administrators, trusts, trustees, predecessors, successors, predecessors-in-interest, successors-in-interest, and assigns of any of the foregoing.
4. “Released Plaintiff Parties” means any and all Claims that were asserted or could have been asserted by Plaintiffs in the Actions on behalf of themselves and/or the Class, and any and all Claims, including Unknown Claims, that are based on, arise out of, relate in any way, or involve the same set of operative facts as the claims asserted by Plaintiffs against Released Defendant Parties in the Actions and which relate to the ownership of Hansen common stock. The Released Plaintiffs’ Claims shall not include claims to enforce the Stipulation or any part of it and shall not include claims based on the conduct of any of the Settling Parties which occurs after the Effective Date.

Plaintiffs’ Counsel petitioned the Court for an award of attorneys’ fees and expenses incurred in connection with the Action not to exceed one third of the Settlement Fund plus reimbursement of expenses (the “Fee and Expense Application”), which was paid out of—and was not in addition to—the Settlement Amount. The Court approved payment of requested attorneys’ fees and expenses on July 12, 2019.

In addition, Plaintiffs applied for an incentive award of one thousand dollars ($1,000.00) for each of the six named Plaintiff, which was subject to Court-approval (the “Incentive Award Application”). The incentive awards were paid from any Court approved award of attorneys’ fees and expenses.

Brokerage firms, banks, and/or other persons or entities who held shares of the common stock of Hansen Medical as of July 27, 2016, the date of the consummation of the Merger, for the benefit of others were directed to promptly send Notice to all of their respective beneficial owners. Any requests for copies of the Notice may still be made to:

Hansen Medical Shareholder Litigation
c/o Epiq
P.O. Box 2838
Portland, OR 97208-2838

The Notice and these FAQs were not all-inclusive. The references in the Notice and FAQs to the pleadings in the Action, the Stipulation, and other papers and proceedings are only summaries and do not purport to be comprehensive. A copy of the Stipulation is located here. For the further details of the Action, including the claims and defenses that have been asserted by the parties, members of the Class are referred to the Court files in the Action. You or your attorney may examine the Court files during regular business hours of each business day at the office of the Clerk of the Court, Superior Court of the State of California, County of Santa Clara, 191 North First Street, San Jose, CA 95113.

DO NOT CALL THE COURT.